GCL Global (Nasdaq: GCL) swings to $5.0M profit on $142M sales
Rhea-AI Filing Summary
GCL Global Holdings Ltd. filed an amended annual report mainly to update its operating and financial review, liquidity discussion, controls and procedures, and financial statements disclosures. For the year ended March 31, 2025, revenue rose 45.7% to about $142.1 million, driven by console game codes and a sharp rebound in game publishing, including the title Black Myth: Wukong. Net results swung from a prior-year loss to net income of about $5.0 million, with EBITDA of roughly $10.8 million.
The company closed its SPAC business combination in February 2025 and converted $33.0 million of 2024 convertible notes into equity. It also issued a $2.9 million senior unsecured convertible note and arranged an OCBC warrant tied to a SGD 5.0 million facility that is not yet exercisable. GCL agreed to acquire Ban Leong Technologies for cash of roughly $48.7 million, funded by a $38.7 million secured HSBC term loan and about $10.0 million of its own cash.
Despite positive earnings, operating activities used about $10.3 million of cash in fiscal 2025 as receivables, inventory, prepayments and game code intangibles grew. Cash, cash equivalents and restricted cash were about $21.3 million and working capital about $9.7 million at March 31, 2025. Management believes liquidity is sufficient but highlights dependence on demand, financing access and regional conditions. The company disclosed material weaknesses in internal control over financial reporting related to U.S. GAAP/SEC reporting expertise and IT general controls, and is hiring additional accounting and IT staff to remediate them.
Positive
- Strong top-line and earnings turnaround: Revenue grew 45.7% to about $142.1 million for the year ended March 31, 2025, and net income improved to roughly $5.0 million from a prior-year loss, with EBITDA of about $10.8 million.
- High-growth digital and publishing businesses: Digital game copies sold reached about 4.7 million in 2025, and game publishing revenue rose sharply, helped by Black Myth: Wukong, supporting a more diversified and higher-margin mix.
Negative
- Rising leverage and cash flow strain: Fiscal 2025 operating activities used about $10.3 million of cash while the company added a $38.7 million term loan and new convertible debt to fund acquisitions and working capital.
- Material weaknesses in internal controls: Management identified material weaknesses in internal control over financial reporting related to GAAP/SEC expertise and IT general controls, and controls were not yet effective as of March 31, 2025.
Insights
GCL shows strong growth and new scale, but relies more on leverage and still has internal control weaknesses.
GCL’s business expanded rapidly, with revenue up 45.7% to about $142.1 million and net income of roughly $5.0 million. Digital distribution and game publishing, including Black Myth: Wukong, are now important profit contributors alongside console game distribution.
Growth is paired with higher financial obligations. The company converted $33.0 million of 2024 convertible notes into shares, issued a new $2.9 million convertible note at a fixed conversion price of $2.16, and arranged a $38.7 million five-year HSBC term loan to finance the Ban Leong acquisition. It also granted an OCBC warrant for 899,281 shares at $4.17, which becomes exercisable only after the full SGD5,000,000 facility is drawn.
Operating cash outflow of about $10.3 million in fiscal 2025 contrasts with reported earnings, driven by higher receivables, inventory, prepayments and game code intangibles. At the same time, management disclosed material weaknesses in internal control over financial reporting, including limited GAAP/SEC expertise and IT general control gaps, and is adding finance and IT resources. Subsequent filings may show whether revenue growth, liquidity from undrawn note capacity of up to $42.6 million and control remediation offset execution and leverage risks.
Key Figures
Key Terms
Business Combination financial
Convertible Notes financial
Minimum Guarantee financial
contingent consideration financial
material weaknesses financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did GCL (GCL) perform financially in the year ended March 31, 2025?
What drove GCL Global’s revenue growth between 2024 and 2025?
What major financing and capital structure changes did GCL make?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report
Commission File Number:
(Exact name of Registrant as specified in its charter)
| Not applicable | ||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
ir.gclglobalholdings.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of issued and outstanding shares of each of
the issuer’s classes of capital or ordinary shares as of March 31, 2025 was 126,276,372 and
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. Yes ☐
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(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
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has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Emerging growth company |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
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its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
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mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
EXPLANATORY NOTE
GCL Global Holdings Ltd. (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (this “Form 20-F/A”) to amend its Annual Report on Form 20-F for the year ended March 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2025 (the “Original Filing”). We are filing this Form 20-F/A to amend Item 5, Items 15 and 18 of the Original Filing. This Form 20-F/A includes new certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, from the Company’s Group Chief Executive Officer and Group Chief Financial Officer, dated as of the date of filing of this Form 20-F/A.
Except as described above, no other information included in the Original Filing is being amended or updated by this Form 20-F/A and, other than as described herein, this Form 20-F/A does not purport to reflect any information or events subsequent to the Original Filing. This Form 20-F/A continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Form 20-F/A should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Unless the context otherwise requires, for purposes of this section, the terms “Company,” “we,” “us,” “our,” refer to GCL Global Holdings Ltd. collectively with its subsidiaries, while the term “GCL Global” refers to GCL Global Limited. Collectively with its subsidiaries prior to closing of the business combination (the “Business Combination”) with RF Acquisition Corp. (“RFAC”) on February 13, 2025. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements that appear in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts in included in the fiscal years ended March 31, 2025, 2024, and 2023(“Annual Financial Statements”) are derived from our audited consolidated financial statements included elsewhere in this annual report. These Annual Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.
5A. Operating Results
Overview
GCL is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations on its own, we conduct all our operations through our subsidiaries in Singapore, Hong Kong, Malaysia, China, the United Kingdom, Japan, Brazil, and Dubai.
We are a marketer, distributor, publisher and developer of video games and entertainment content sold in Asia, Europe, the U.S. and Latin America. We sell and distribute to retailers and consumers in Asia physical and digital copies of video games through physical retailers, such as Sony PlayStation stores in Japan, as well as online channels in Singapore, Hong Kong, Malaysia, Japan, South Korea, Taiwan, Thailand, Indonesia, the Philippines and other Asian countries. Over 86.8% ,93.3%, and 87.9% of our total consolidated revenue for the years ended March 31, 2025 and 2024 and 2023, respectively, was derived from sale of either games on consoles such as Sony PlayStation, Microsoft Xbox, Nintendo Switch and PCs to retailers, or game codes via electronic delivery to retailers or end-users through email or download. We also have our own production studio and an advertising agency, providing media and content advertising services for small and medium-sized enterprises (the “SMEs”) and government agencies. In September 2022, we formed a subsidiary dedicated to our game publishing business investing in upcoming game titles as either a publisher or a co-publisher for the global market.
We derive revenues from (i) distribution and sale of console game, hardware, and accessories; (ii) game publishing; (iii) media advertising services; and (iv) others. The total revenue increased by $44.5 million, or 45.7% to approximately $142.1 million for the year ended March 31, 2025 from approximately $97.5 million for the same period in 2024. This increase in revenue was primarily attributable to the approximately $32.2 million increased sales from console game, hardware, and accessories and increase of approximately $12.6 million in game publishing revenue. The total revenue increased by $20.1 million, or 25.9%, to approximately $97.5 million for the year ended March 31, 2024 from approximately $77.4 million for the same period in 2023. This increase in revenue was primarily attributable to the approximately $22.9 million increased sales from console game, hardware, and accessories and offset by decrease of approximately $2.7 million in game publishing revenue.
Key Factors that Affect Operating Results
Our business, financial condition and results of operations have been, and are expected to continue to be, affected by a number of factors, which primarily include the following:
Distribution arrangements with game publishers and studios to sell “hit” game titles
We derive our revenue primarily from sales to retailers and consumers of console games and game codes and distributing gaming content that are compatible with major gaming consoles and PCs to resellers. We sold 50, 51 and 44 new game titles in addition to back catalog games during the fiscal year ended March 31, 2025, 2024 and 2023, respectively. We have forged multi-year distribution deals with international video game publishers and studios to sell selected game titles within certain territories in Asia. We have sold more than 14.1 million of physical and digital copies of video games during the past three fiscal years. Our success will continue to depend on our ability to obtain the distribution rights for “hit” game titles which can create sequels and incremental revenue opportunities through add-on content and merchandise. The success of the games we distribute also depends, in part, on unpredictable and constantly changing factors beyond our control including consumer preferences and spending habits, competing games and the availability of other entertainment experiences. Our ability to negotiate with resellers and platform partners, and to add sales channels in territories outside of the countries we currently distribute games can determine our continued success in the game distribution business.
1
Growth in the game publishing business and game IP development
4Divinity was formed in 2022 as a Group Subsidiary dedicated to games publishing and game development. As of the date of this Report, GCL Group has either published or co-published a total of twelve game titles, generating publishing revenue from digital sales of games sold on the Steam, Xbox and PlayStation platforms. Our success in growing the game publishing business will depend on our ability to identify global game designing talents, and partner with game developers, publishers, and brand owners to create original content and entertainment properties. To further expand our game titles offerings, we have started extensive planning of a large scale game development project since early 2024. For instance, in December 2024, Nekcom signed a publishing agreement with us appointing 4Divinity as Nekcom’s global publisher and distributor of the upcoming game Showa American Story, excluding certain regions previously licensed to other parties. In the future, we plan to have a large and diversified library of game titles that would come from internally developed game IP. Our success in developing game IP will depend on our ability to raise adequate funding required for the projects.
Risks associated with operating and investing in Asia
We derive a significant portion of revenue from our operations in Asia. Following our acquisition of Ban Leong, we will have operations in Thailand and expanded operations in Malaysia. Our operations and investments in Asia are subject to various risks related to the economic, political, and social conditions of the countries in which we operate. We intend to continue to develop and expand our business and penetration in the region and outside of Asia.
Recent Development
Business Combination
On February 13, 2025, we consummated the business combination contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated October 18, 2023, as amended on December 1, 2023, December 15, 2023, January 31, 2024, and September 30, 2024. As contemplated by the Merger Agreement, the business combination was effected by the merger of RFAC and GCL and its subsidiaries into wholly owned subsidiaries of the Company.
Convertible Notes
Between September and December 2024, we entered into convertible note (“Convertible Note “) purchase agreements with accredited investors for an aggregate principal amount of $33,025,000. The Convertible Notes were converted into 7,338,887 ordinary shares at the closing of the Business Combination on February 13, 2025, based on a $4.50 per share conversion price. In connection with the conversion, an additional 2,201,665 ordinary shares were issued and placed in escrow for three years as Bonus Shares, subject to release to the investors or cancellation by the Company based on the number of shares held by investors at the end of each of the following three years.
On May 21, 2025, we entered into a Securities Purchase Agreement with an investor for the issuance of a senior unsecured convertible note with an initial principal amount of $2,900,000 issued at a discount for a purchase price of $2,610,000. The note bears interest at 6% per annum, increasing to 18% upon default, and the Company may elect to settle interest payments in cash, ordinary shares, or a combination thereof, subject to specified equity conditions. The note is convertible at the holder’s discretion into our ordinary shares at a fixed price of $2.16 per share, subject to customary anti-dilution adjustments. The agreement also provides the investor with the right to purchase up to an additional $42,600,0000 in convertible notes, in specified increments, which may provide additional liquidity if exercised.
Acquisition of additional controlling interest in 2Game
Pursuant to the Share Sale and Purchase Agreement dated March 19, 2025 (the “2Game SPA”) by and among GCL Global SG and the 2Game Sellers, GCL Global SG purchased from the 2Game Sellers 1,000 shares of 2Game (the “Sale Shares”) for $1,200,000, resulting in GCL Global SG currently holding 61% equity interests of 2Game. The 2Game SPA contains certain financial performance targets for 2Game over the next three years starting and including fiscal year 2026. Pursuant to the terms of the 2Game SPA, in the event that 2Game fails to generate at least $70,000,000 of revenue and net profit after tax of at least $2,500,000 during fiscal year 2026, the 2Game Sellers will be required to buy back the Sale Shares for $1,272,000. In the event that the financial targets for fiscal year 2026 are met, GCL Global SG will have the right to require the 2Game Sellers to buy back the Sale Shares for $1,272,000.
2
OCBC Warrant
In connection with that certain Facility Letter dated as of October 1, 2024, as supplemented by the Supplemental Letter dated as of March 12, 2025 and July 7, 2025 between Epicsoft Asia Pte. Ltd. (the “Borrower”), a wholly-owned subsidiary of GCL Global Holdings Ltd. (the “Company” or “GCL”), and Oversea-Chinese Banking Corporation Limited (“OCBC”) for a financing of up to SGD5,000,000 (the “Facility Agreement”), the Company issued to OCBC a warrant (the “OCBC Warrant”) to purchase up to 899,281 ordinary shares of the Company (the “Warrant Shares”) at an exercise price of US$4.17 per share (the “Exercise Price”) to meet one of the conditions precedent for the Borrower to draw down funds under the Facility Agreement. The aggregate Exercise Price payable for the total number of Warrant Shares purchasable under the Warrant shall be US$3,750,000, and shall first be used to repay all principal, interest and other amounts outstanding under the Facility Agreement with the remainder, if any, for the Borrower’s working capital. The Warrant was issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). On July 29, 2025, the Company and OCBC entered into Amendment No. 1 to the Warrant (the “Amendment”) to clarify their commercial understanding that none of the terms of the Warrant shall have any legal effect on the Borrower and/or the Company unless and until the entire SGD 5,000,000 has been disbursed to the Borrower by OCBC under the Facility Agreement; and that OCBC will have no claims for penalties, damages and legal remedies of any kind against either the Company or the Borrower for non-performance of any obligations under the Warrant. The Amendment also provides that, among other things, until the full amount of SGD5,000,000 is disbursed by OCBC to the Borrower pursuant to the Facility Agreement, (i) the Warrant shall not be capable of exercise of any kind, and shall remain un-exercisable; and (ii) OCBC will have no rights to Piggyback Registration (as defined in the Warrant). Under the Amendment, the Company will have six months from the date the full amount of SGD5,000,000 is disbursed to file a registration statement for the public resale of all of the Warrant Shares (as defined in the Warrant). As of the date of issuance of the consolidated financial statements, no fund has been disbursed under the Facility Agreement.
Acquisition of Ban Leong Technologies Ltd
On April 30, 2025, Epicsoft Asia (the “Offeror”) made a voluntary conditional cash offer (the “Offer”) of S$0.6029 per share (approximately US$0.4580 per share) to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (“Ban Leong”), a Singaporean company listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”). The Offer became unconditional on May 27, 2025. As the Offeror has received valid acceptances of more than 90% of the total number of issued shares of Ban Leong, the Offeror is entitled to, and will be exercising its right of compulsory acquisition under the Companies Act 1967 of Singapore. Subsequent to the completion of the compulsory acquisition which is currently expected to take place on or around August 25, 2025, Ban Leong will be officially delisted from the SGX-ST. Cash consideration of the Offer will be financed through a combination of an approximately $38.7 million secured term loan facility provided by The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (the “HSBC term loan facility”) and approximately $10.0 million cash on hand from the Company. The HSBC term loan facility is secured by all assets of GCL Global Pte Ltd, has a five-year term, bears a floating interest rate ranging between 2.5% and 7.5%, and requires quarterly repayments, with the final installment due in July 2030.
Key Operating Metric
Our management regularly reviews the operating metric to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The main metric we consider, and our results for the years ended March 31, 2025, 2024 and 2023, are set forth in the tables below:
Number of game copies sold in physical form and digital form:
| For the Years Ended March 31, | ||||||||||||||||||||||||
| 2025 | % | 2024 | % | Change | Change % | |||||||||||||||||||
| Physical copies sold | 1,832,740 | 28.2 | % | 1,234,149 | 24.6 | % | 598,591 | 48.5 | % | |||||||||||||||
| Digital copies sold | 4,656,893 | 71.8 | % | 3,787,922 | 75.4 | % | 868,971 | 22.9 | % | |||||||||||||||
| Total copies sold | 6,489,633 | 100.0 | % | 5,022,071 | 100.0 | % | 1,467,562 | 29.2 | % | |||||||||||||||
| For the Years Ended March 31, | ||||||||||||||||||||||||
| 2024 | % | 2023 | % | Change | Change % | |||||||||||||||||||
| Physical copies sold | 1,234,149 | 24.6 | % | 1,006,162 | 37.9 | % | 227,987 | 22.7 | % | |||||||||||||||
| Digital copies sold | 3,787,922 | 75.4 | % | 1,647,361 | 62.1 | % | 2,140,561 | 129.9 | % | |||||||||||||||
| Total copies sold | 5,022,071 | 100.0 | % | 2,653,523 | 100.0 | % | 2,368,548 | 89.3 | % | |||||||||||||||
We experienced substantial growth in the number of digital copies sold. Approximately 4.7 million of digital copies were sold for year ended March 31, 2025, compared to approximately 3.8 million and 1.6 million digital copies sold for the same period in 2024 and 2023, respectively, representing an increase of 22.9% and 129.9% for the year ended March 31, 2025, and 2024, respectively. Meanwhile, the number of physical copies sold increased by 48.5% and 22.7% for the year ended March 31, 2025, and 2024, respectively. These changes highlight our effective adaptation to consumer preferences for digital formats, reflecting broader industry trends towards convenient, direct access to gaming content and an increasing environmental consciousness. Our strategic focus on enhancing digital distribution channels has successfully positioned us well for sustained growth in the digital marketplace.
3
Results of Operations
Comparison of the Years Ended March 31, 2025 and 2024
| For the Years Ended March 31, | ||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||
| Revenues | $ | 142,072,586 | $ | 97,534,701 | $ | 44,537,885 | 45.7 | % | ||||||||
| Cost of revenues | 120,829,225 | 84,216,243 | (36,612,982 | ) | 43.5 | % | ||||||||||
| Gross profit | 21,243,361 | 13,318,458 | 7,924,903 | 59.5 | % | |||||||||||
| Selling and marketing | 2,568,702 | 2,602,892 | (34,190 | ) | (1.3 | )% | ||||||||||
| General and administrative | 15,438,447 | 13,109,638 | 2,328,809 | 17.8 | % | |||||||||||
| Income (loss) from operations | 3,236,212 | (2,394,072 | ) | 5,630,284 | (235.2 | )% | ||||||||||
| Other income, net | 2,941,881 | 486,407 | 2,455,474 | 504.8 | % | |||||||||||
| Income tax expense | 1,128,672 | 53,291 | 1,075,381 | 2017.9 | % | |||||||||||
| Net income (loss) | $ | 5,049,421 | $ | (1,960,956 | ) | $ | 7,010,377 | (357.5 | )% | |||||||
Revenues
Our revenues from our revenue categories are summarized as follows:
| For the Years Ended March 31, | Change | Change | ||||||||||||||||||||||
| 2025 | % | 2024 | % | USD | % | |||||||||||||||||||
| Console game, hardware, and accessories | $ | 123,263,542 | 86.8 | % | $ | 91,028,673 | 93.3 | % | $ | 32,234,869 | 35.4 | % | ||||||||||||
| Game publishing | 23,757,232 | 16.7 | % | 4,446,872 | 4.6 | % | 19,310,360 | 434.2 | % | |||||||||||||||
| Media advertising services | 2,238,364 | 1.6 | % | 2,716,090 | 2.8 | % | (477,726 | ) | (17.6 | )% | ||||||||||||||
| Others | 541,156 | 0.4 | % | 368,128 | 0.4 | % | 173,028 | 47.0 | % | |||||||||||||||
| Elimination of intersegment revenue | (7,727,708 | ) | (5.5 | )% | (1,025,062 | ) | (1.1 | )% | (6,702,646 | ) | 653.9 | % | ||||||||||||
| Total revenues | $ | 142,072,586 | 100.0 | % | $ | 97,534,701 | 100.0 | % | $ | 44,537,885 | 45.7 | % | ||||||||||||
Our revenues are mainly derived from sale of console game, hardware, and accessories, hardware, and accessories, game publishing, and media advertising service. The total revenue increased by approximately $44.5 million, or 45.7%, to approximately $142.1 million for the year ended March 31, 2025 from approximately $97.5 million for the same period in 2024. The increase was mainly attributed to the following:
Sale of console game, hardware, and accessories
Our revenue from sale of console game, hardware, and accessories increased by approximately $32.2 million, or 35.4%, to approximately $123.3 million for the year ended March 31, 2025 from approximately $91.0 million for the year ended March 31, 2024. The increase was primarily attributable to increase in revenue from sales of console game codes of approximately $34.6 million, representing an 65.8% increase in revenue from sales of console game codes. The reason for the increase in revenue from sales of console game codes was that we experienced higher demand for game downloads from online stores, allowing us to sell 4,656,893 copies of game codes for the year ended March 31, 2025, compared to 3,787,922 copies for the same period in 2024. The increase was offset by decrease in revenue from sales of physical console game of approximately $2.3 million, representing a 6.1% decrease in revenue from sales of physical console game primarily due to shifting consumer preferences toward digital downloads over physical discs.
4
Game Publishing
Revenue from game publishing was generated from collaboration with third party game developers and obtaining exclusive publishing right in distributing the console game codes though third parties’ storefronts, such as Sony’s PlayStation Network and Valve’s Steam. For the year ended March 31, 2025, we published four new game titles in addition to two game titles published during the year ended March 31, 2024 in above-mentioned store fronts, and generated approximately $16.0 million of revenue from game publishing.
Our revenue from game publishing increased by approximately $12.6 million, or 367.1%, to approximately $16.0 million, net of intersegment revenue eliminations of approximately $7.7 million, for the year ended March 31, 2025, from approximately $3.4 million, net of intersegment revenue eliminations of approximately $1.0 million, for the year ended March 31, 2024. The increase was primarily due to the increase in revenue generated from the new game title, Black Myth: Wukong, which was initially published during the fiscal year ended March 31, 2025. Black Myth: Wukong generated approximately $11.2 million in game publishing revenue during the year ended March 31, 2025, reflecting strong market demand following its initial launch.
Media advertising Service
Revenue from media advertising services consisted of video marketing campaign service and social media advertising service. Our revenue from advertising services decreased approximately $0.5 million, or 17.6%, to approximately $2.2 million for the year ended March 31, 2025 from approximately $2.7 million for the same period of 2024. The decrease was driven partially by a decrease in revenue from social media advertising service for approximately $0.2 million due to reduced earnings from our YouTube channel, which is highly dependent on video views. It was also caused by a decreased revenue from video marketing campaign services of approximately $0.3 million due to fewer service contracts entered when compared to the same period in 2024.
Other revenue
Other revenue comprised of sales of fashion jewelry through our online e-commerce platform. For the year ended March 31, 2025, this revenue amounted to approximately $0.5 million. We anticipate that this source of revenue will continue to remain insignificant to our overall operations.
Cost of Revenues
Our cost of revenues from our revenue categories are summarized as follows:
| For the Years Ended March 31, | Change | Change | ||||||||||||||||||||||
| 2025 | % | 2024 | % | USD | % | |||||||||||||||||||
| Console game, hardware, and accessories | $ | 115,884,467 | 95.9 | % | $ | 80,804,637 | 95.9 | % | $ | 35,079,830 | 43.4 | % | ||||||||||||
| Game publishing | 11,110,156 | 9.2 | % | 2,736,076 | 3.2 | % | 8,374,080 | 306.1 | % | |||||||||||||||
| Advertising services | 956,391 | 0.8 | % | 1,389,562 | 1.6 | % | (433,171 | ) | (31.2 | )% | ||||||||||||||
| Others | 174,578 | 0.1 | % | 135,669 | 0.2 | % | 38,909 | 28.7 | % | |||||||||||||||
| Elimination of intersegment cost of revenue | (7,296,367 | ) | (6.0 | )% | (849,701 | ) | (0.9 | )% | (6,446,666 | ) | 758.7 | % | ||||||||||||
| Total Cost of revenues | $ | 120,829,225 | 100.0 | % | $ | 84,216,243 | 100.0 | % | $ | 36,612,982 | 43.5 | % | ||||||||||||
Cost of revenue increased by approximately $36.6 million, or 43.5%, to approximately $120.8 million for the year ended March 31, 2025 from approximately $84.2 million for the same period in 2024. The increase in cost of revenues was attributed to the following:
Cost of revenue from console game, hardware, and accessories increased by approximately $28.2 million, or 35.2%, to approximately $108.6 million, net of elimination of intersegment cost of revenue of approximately $7.3 million for the year ended March 31, 2025 from approximately $80.3 million, net of elimination of intersegment cost of revenue of approximately $0.5 million for the same period in 2024. The increase was in line with increase in revenue from console game, hardware, and accessories.
Cost of revenue from game publishing increased by approximately $8.8 million, or 372.6%, to approximately $11.1 million for the year ended March 31, 2025 from approximately $2.4 million, net of intersegment cost of revenue of approximately $0.3 million for the same period in 2024. The increased cost of game publishing was in line with the increase of revenue from game publishing.
Cost of revenue from media advertising services decreased approximately $0.4 million or 31.2%, to approximately $1.0 million for the year ended March 31, 2025 from approximately $1.4 million for the same period in 2024. The decrease was attributable to decrease in the cost of revenue from social media advertising service by $0.2 million as we incurred less video production costs related to creating video content published on our YouTube Channel. The decrease in the cost of revenue from media advertising was attributable to the decreased cost of revenue from video marketing campaign production by approximately $0.3 million as we incurred lower labor cost.
5
Gross Profit
Our gross profit from our major revenue categories is summarized as follows:
| For the Years Ended March 31, | ||||||||||||||||
| 2025 | 2024 | Change (USD) | Change (%) | |||||||||||||
| Console game, hardware, and accessories | ||||||||||||||||
| Segment gross profit margin | $ | 7,379,075 | $ | 10,224,036 | $ | (2,844,961 | ) | (27.8 | )% | |||||||
| Elimination of intersegment cost of revenue | 7,296,367 | 464,477 | 6,831,890 | 1,470.9 | % | |||||||||||
| Elimination of intersegment revenue | - | (9,868 | ) | 9,868 | (100.0 | )% | ||||||||||
| Gross profit margin | $ | 14,675,442 | $ | 10,678,645 | $ | 3,996,797 | 37.4 | % | ||||||||
| Gross profit percentage | 11.9 | % | 11.7 | % | 0.2 | % | ||||||||||
| Game Publishing | ||||||||||||||||
| Segment gross profit margin | $ | 12,647,076 | $ | 1,710,796 | $ | 10,936,280 | 639.3 | % | ||||||||
| Elimination of intersegment cost of revenue | - | 385,224 | (385,224 | ) | (100.0 | )% | ||||||||||
| Elimination of intersegment revenue | (7,727,708 | ) | (1,015,194 | ) | (6,712,514 | ) | 661.2 | % | ||||||||
| Gross profit margin | $ | 4,919,368 | $ | 1,080,826 | $ | 3,838,542 | 355.1 | % | ||||||||
| Gross profit percentage | 30.7 | % | 31.5 | % | (0.8 | )% | ||||||||||
| Advertising Service | ||||||||||||||||
| Gross profit margin | $ | 1,281,973 | $ | 1,326,528 | $ | (44,555 | ) | (3.4 | )% | |||||||
| Gross profit percentage | 57.3 | % | 48.8 | % | 8.4 | % | ||||||||||
| Others | ||||||||||||||||
| Gross profit margin | $ | 366,578 | $ | 232,459 | $ | 134,119 | 57.7 | % | ||||||||
| Gross profit percentage | 67.7 | % | 63.1 | % | 4.6 | % | ||||||||||
| Total | ||||||||||||||||
| Gross profit | $ | 21,243,361 | $ | 13,318,458 | $ | 7,924,903 | 59.5 | % | ||||||||
| Gross profit margin | 15.0 | % | 13.7 | % | 1.3 | % | ||||||||||
Our gross profit increased by approximately $7.9 million, or 59.5%, to approximately $21.2 million for the year ended March 31, 2025 from approximately $13.3 million for the same period in 2024. The increase was primarily attributable to increased gross profit from console game, hardware, and accessories and game publishing by approximately $4.0 million and $3.8 million, respectively. These increases are consistent with the corresponding growth in revenue from console game, hardware, and accessories and game publishing.
For the year ended March 31, 2025, our overall gross margin increased slightly to 15.0% from 13.7% for the year ended March 31, 2024, primarily reflecting our ability to maintain stable pricing and cost structure across our major segments, including console game, hardware, and accessories and game publishing.
Console game, hardware, and accessories
After elimination of intersegment transactions, segment gross profit from console game, hardware, and accessories increased by approximately $4.0 million to approximately $14.7 million for the year ended March 31, 2025, primarily driven by higher sales volume. The difference between segment and consolidated results was mainly attributable to higher intersegment cost of revenue eliminations in the current period.
Gross profit margin for console game, hardware, and accessories remained relatively stable at 11.9% for the year ended March 31, 2025 compared to 11.7% for the year ended March 31, 2024, primarily reflecting our ability to maintain stable pricing and cost structure.
Game Publishing
After elimination of intersegment transactions, segment gross profit from game publishing increased by approximately $3.8 million to approximately $4.9 million for the year ended March 31, 2025, primarily driven by revenue generated from the new game title, Black Myth: Wukong. The difference between segment and consolidated results was mainly attributable to higher intersegment revenue eliminations in the current period.
Gross profit margin for game publishing decreased slightly to 30.7% for the year ended March 31, 2025 from 31.5% for the year ended March 31, 2024, primarily reflecting our ability to maintain stable pricing and cost structure.
Advertising Service
Gross profit from advertising services increased slightly to approximately $1.3 million for the year ended March 31, 2025 from approximately $1.3 million for the year ended March 31, 2024. The increase was primarily attributable to improved cost efficiency, partially offset by a slight decrease in revenue.
6
Operating Expenses
Total operating expenses increased by approximately $2.3 million, or 16.5%, to approximately $18.0 million for the year ended March 31, 2025 from approximately $15.7 million for the year ended March 31, 2024. The increase was mainly attributed to the following:
Approximately $34,000, or 1.3%, decrease in selling expense was mainly attributed to a reduction of approximately $642,000 in sales commissions and salaries as part of our efforts to improve operating efficiency in sales activities, offset by an increase of approximately $608,000 in advertising and marketing expenses as we increase spending in promoting our brand and products.
Approximately $2.3 million, or 17.8%, increase in general and administrative expense was mainly attributed to increase of approximately $2.6 million increase in salary expenses, travel expense, depreciation expense, software development expense, and other office related expense due to our current business expansion, approximately $1.3 million increase professional fee, primarily due to costs incurred in connection with the completion of the merger with RFAC offset by approximately $1.1 million decrease in director fee.
Segment profit (loss)
Our segment profit (loss) from our reportable segments is summarized as follows:
| For the Years Ended March 31, | ||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||
| Console game, hardware, and accessories | $ | (4,027,124 | ) | $ | 2,088,637 | $ | (6,115,761 | ) | (292.8 | )% | ||||||
| Game publishing | 10,675,791 | (220,800 | ) | 10,896,591 | (4,935.1 | )% | ||||||||||
| Advertising service | (213,510 | ) | (640,416 | ) | 426,906 | (66.7 | )% | |||||||||
| Total reportable segment profit | $ | 6,435,157 | $ | 1,227,421 | $ | 5,207,736 | 424.3 | % | ||||||||
Console game, hardware, and accessories
Segment loss from console games, hardware, and accessories was approximately $4.0 million for the year ended March 31, 2025, compared to segment profit of approximately $2.1 million for the year ended March 31, 2024, representing a decrease of approximately $6.1 million. The decrease was primarily attributable to higher operating expenses, including increases in salary expenses, advertising and marketing expenses, and other segment operating costs, offset by increase in segment gross profit as discussed above.
Game publishing
Segment profit from game publishing increased significantly to approximately $10.7 million for the year ended March 31, 2025 from a segment loss of approximately $0.2 million for the year ended March 31, 2024, representing an increase of approximately $10.9 million. The increase was primarily attributable to the higher segment gross profit discussed above, as well as decreases in advertising and marketing expenses and provision for credit losses. These increases were partially offset by higher salary expenses associated with the expansion of the game publishing operations.
Advertising service
Segment loss from advertising services decreased to approximately $0.2 million for the year ended March 31, 2025 from approximately $0.6 million for the year ended March 31, 2024, representing an improvement of approximately $0.4 million. The decrease in segment loss was primarily attributable to lower operating expenses during the current period, including reductions in salary expenses, provision for credit losses, and amortization and depreciation expenses, reflecting improved cost control and operational efficiency within the segment.
Other income, net
For the year ended March 31, 2025 and 2024, we have other income, net amounted to approximately $2.9 million and $0.5 million, respectively, representing an increase of approximately $2.4 million or 504.8%. The increase was attributable to recognition of approximately $4.9 million gain from change in fair value of convertible notes and derivative liabilities, while offset by approximately $0.4 million decrease in other income, net, which was primarily due to the decrease of marketing revenue recognized from our vendor who compensated our marketing expense incurred from prior period, approximately $1.8 million increase in interest expense due to increased debt financing in current period and approximately $1.6 million of finance cost related to debt issuance cost from issuance of the convertible notes, and approximately $0.3 million increase in loss from change in fair value of consideration payable related to 2Game acquisition from prior period.
7
Income taxes expense
Our income tax expense increased by approximately $1.1 million, or 2017.9%, to approximately $1.1 million for the year ended March 31, 2025, compared to approximately $53,000 for the same period in 2024. This increase was primarily attributable to (i) an increase of approximately $0.6 million in current income tax expense resulting from higher taxable income in the current period, and (ii) a decrease of approximately $0.4 million in deferred income tax benefit due to the utilization of previously recognized deferred tax assets against current taxable income.
Net Income (Loss)
We incurred a net income of approximately $5.0 million for the year ended March 31, 2025, while we have a net loss of approximately $2.0 million for the same period in 2024, representing a change of approximately $7.0 million, or 357.5%. Such change mainly was a direct outcome of the reasons discussed above.
Results of Operations
Comparison of The Years Ended March 31, 2024 and 2023
| For the Years Ended March 31, | ||||||||||||||||
| 2024 | 2023 | Change | Percentage Change | |||||||||||||
| Revenues | $ | 97,534,701 | $ | 77,444,155 | $ | 20,090,546 | 25.9 | % | ||||||||
| Cost of revenues | $ | 84,216,243 | $ | 63,598,608 | $ | 20,617,635 | 32.4 | % | ||||||||
| Gross profit | $ | 13,318,458 | $ | 13,845,547 | $ | (527,089 | ) | (3.8 | )% | |||||||
| Selling and marketing | $ | 2,602,892 | $ | 2,689,213 | $ | (86,321 | ) | (3.2 | )% | |||||||
| General and administrative | $ | 13,109,638 | $ | 7,555,613 | $ | 5,554,025 | 73.5 | % | ||||||||
| (Loss) income from operations | $ | (2,394,072 | ) | $ | 3,600,721 | $ | (5,994,793 | ) | (166.5 | )% | ||||||
| Other expense, net | $ | 486,407 | $ | (839,909 | ) | $ | 1,326,316 | (157.9 | )% | |||||||
| Income tax expense | $ | 53,291 | $ | 620,142 | $ | (566,851 | ) | (91.4 | )% | |||||||
| Net (Loss) income | $ | (1,907,665 | ) | $ | 2,140,670 | $ | (4,101,626 | ) | (191.6 | )% | ||||||
Revenues
Our revenues from our revenue categories are summarized as follows:
| For the Years Ended March 31, | Change | Change | ||||||||||||||||||||||
| 2024 | % | 2023 | % | USD | % | |||||||||||||||||||
| Console game, hardware, and accessories | $ | 91,028,673 | 93.3 | % | $ | 68,125,837 | 88.0 | % | $ | 22,902,836 | 33.6 | % | ||||||||||||
| Game publishing | 4,446,872 | 4.6 | % | 7,808,526 | 10.1 | % | (3,361,654 | ) | (43.1 | )% | ||||||||||||||
| Media advertising services | 2,716,090 | 2.8 | % | 3,318,496 | 4.3 | % | (602,406 | ) | (18.2 | )% | ||||||||||||||
| Other | 368,128 | 0.4 | % | — | — | % | 368,128 | 100.0 | % | |||||||||||||||
| Elimination of intersegment revenue | (1,025,062 | ) | (1.1 | )% | (1,808,704 | ) | (2.4 | )% | (783,642 | ) | (43.3 | )% | ||||||||||||
| Total revenues | $ | 97,534,701 | 100.0 | % | $ | 77,444,155 | 100.0 | % | $ | 20,090,546 | 25.9 | % | ||||||||||||
Our revenues are mainly derived from sale of console game, hardware, and accessories, game publishing, and media advertising service. The total revenue increased by approximately $20.1 million, or 25.9%, to approximately $97.5 million for the year ended March 31, 2024 from approximately $77.4 million for the same period in 2023. The increase was mainly attributable to the following:
8
Sale of Console Game
Our revenue from sale of console game, hardware, and accessories increased by $22.9 million, or 33.6%, to approximately $91.0 million for the year ended March 31, 2024 from approximately $68.1 million for the year ended March 31, 2023. The increase was primarily attributable to increase in revenue from sales of console game codes of approximately $24.0 million, representing an 84.0% increase in revenue from sales of console game codes. The increase of revenue from sales of console game codes was that we experienced higher demand for game downloads from online stores, allowing us to sell 3,787,922 copies of game codes for the year ended March 31, 2024, compared with 1,647,361 copies for the same period in 2023.
Game Publishing
Revenue from game publishing was generated from a newly adopted business model from the second half of the fiscal year ended March 31, 2023. We collaborate with third party game developers and obtain exclusive publishing right in distributing the console game codes though third parties’ storefronts, such as Sony’s PlayStation Network and Valve’s Steam. For the year ended March 31, 2024, we published two new game titles in addition to two game titles published during the year ended March 31, 2023 in above mentioned store front, and generated revenue from game publishing for approximately $3.4 million, when compared to two game titles published of approximately $6.1 million of generated revenue for the year ended March 31, 2023.
Our revenue from game publishing decreased by approximately $2.7 million, or 43.8%, to approximately $3.4 million, net of intersegment revenue eliminations of approximately $1.0 million, for the year ended March 31, 2024, from approximately $6.1 million, net of intersegment revenue eliminations of approximately $1.7 million, for the year ended March 31, 2023. The decrease in revenue from game publishing was primarily due to the decline in revenue generated from the game title, Atomic Heart, which was initially published during the fiscal year ended March 31, 2023 as sales typically peak shortly after a game’s release due to initial excitement and high demand, then decline over time as the market becomes saturated and player interest wanes.
Media advertising Service
Revenue from media advertising services consisted of video marketing campaign service and social media advertising service. Our revenue from advertising services decreased approximately $0.6 million to approximately $2.7 million for the year ended March 31, 2024 from approximately $3.3 million for the same period of 2023. The decrease was driven partially by a decrease in revenue from social media advertising service for approximately $0.2 million due to reduced earnings from our YouTube channel, which is highly dependent on video views. It was also caused by a decreased revenue from video marketing campaign services of approximately $0.4 million due to fewer service contracts entered when compared to the same period in 2023.
Other revenue
Other revenue comprised sales of fashion jewelry through our online e-commerce platform. For the year ended March 31, 2024, this revenue amounted to approximately $0.4 million. Going forward into 2025 and beyond, we anticipate that this source of revenue will continue to remain insignificant to our overall operations.
Cost of Revenues
Our cost of revenues from our revenue categories are summarized as follows:
| For the Years Ended March 31, | Change | Change | ||||||||||||||||||||||
| 2024 | % | 2023 | % | USD | % | |||||||||||||||||||
| Console game | $ | 80,804,637 | 95.9 | % | $ | 58,830,444 | 92.5 | % | $ | 21,974,193 | 37.4 | % | ||||||||||||
| Game publishing | 2,736,076 | 3.2 | % | 5,040,097 | 7.9 | % | (2,304,021 | ) | (45.7 | )% | ||||||||||||||
| Advertising services | 1,389,562 | 1.6 | % | 1,536,771 | 2.4 | % | (147,209 | ) | (9.6 | )% | ||||||||||||||
| Others | 135,669 | 0.2 | % | — | — | % | 135,669 | 100.0 | % | |||||||||||||||
| Elimination of intersegment cost of revenue | (849,701 | ) | (0.9 | )% | (1,808,704 | ) | (2.8 | )% | (959,003 | ) | (53.0 | )% | ||||||||||||
| Total Cost of revenues | $ | 84,216,243 | 100.0 | % | $ | 63,598,608 | 100.0 | % | $ | 20,617,635 | 32.4 | % | ||||||||||||
9
Cost of revenue increased by approximately $20.6 million, or 32.4%, to approximately $84.2 million for the year ended March 31, 2024 from approximately $63.6 million for the same period in 2023. The increase in cost of revenues was attributable to the following:
Cost of revenue from console game, hardware, and accessories increased by approximately $22.3 million, or 38.5%, to approximately $80.3 million, net of elimination of intersegment cost of revenue of approximately $0.5 million for the year ended March 31, 2024 from approximately $58.1 million, net of elimination of intersegment cost of revenue of approximately $0.7 million for the same period in 2023. The increase was primarily driven by increase of revenue from console game, hardware, and accessories as more units (both compact discs and console game codes) were sold during year ended March 31, 2024. Additionally, the increase was attributable to higher purchasing costs, which were influenced by price increases from our vendors.
Cost of revenue from game publishing decreased by approximately $1.7 million, or 42.1%, to approximately $2.4 million, net of intersegment cost of revenue of approximately $0.3 million for the year ended March 31, 2024 from approximately $4.1 million, net of intersegment cost of revenue of approximately $0.9 million for the same period in 2023. This decrease was primarily driven by a reduction in development fees, which corresponded to the overall decline in game publishing revenue of approximately $2.7 million, or 43.8%. As the Company remits a development fee based on a percentage of revenue generated from the gaming platform, the reduction in revenue directly resulted in lower development fees owed to the developer.
Cost of revenue from media advertising decreased approximately $0.1 million to approximately $1.4 million for the year ended March 31, 2024 from approximately $1.5 million for the same period in 2023. The decrease was attributable to decrease in the cost of revenue from social media advertising service by $0.2 million as we incurred less video production cost related to creating video content published on our YouTube Channel. The decrease in the cost of revenue from media advertising was offset by increased cost of revenue from video marketing campaign production by approximately $0.1 million as we incurred higher labor cost.
Gross Profit
Our gross profit from our major revenue categories are summarized as follows:
| For the Years Ended March 31, | ||||||||||||||||
| 2024 | 2023 | Change (USD) | Change (%) | |||||||||||||
| Console Game | ||||||||||||||||
| Segment gross profit margin | $ | 10,224,036 | $ | 9,295,393 | $ | 928,643 | 10.0 | % | ||||||||
| Elimination of intersegment cost of revenue | 464,477 | 825,010 | (360,733 | ) | (43.7 | )% | ||||||||||
| Elimination of intersegment revenue | (9,868 | ) | (50,664 | ) | 40,796 | (80.5 | )% | |||||||||
| Gross profit margin | $ | 10,678,645 | $ | 10,069,939 | $ | 608,706 | 6.0 | % | ||||||||
| Gross profit percentage | 11.7 | % | 14.8 | % | (3.1 | )% | ||||||||||
| Game Publishing | ||||||||||||||||
| Segment gross profit margin | $ | 1,710,796 | $ | 2,768,429 | $ | (1,057,633 | ) | (38.2 | )% | |||||||
| Elimination of intersegment cost of revenue | 385,224 | 983,338 | (598,114 | ) | (60.8 | )% | ||||||||||
| Elimination of intersegment revenue | (1,015,194 | ) | (1,705,245 | ) | 690,051 | (40.5 | )% | |||||||||
| Gross profit margin | $ | 1,080,826 | $ | 2,046,522 | $ | (965,696 | ) | (47.2 | )% | |||||||
| Gross profit percentage | 31.5 | % | 33.5 | % | (2.0 | )% | ||||||||||
| Advertising Service | ||||||||||||||||
| Segment gross profit margin | $ | 1,326,528 | $ | 1,781,725 | $ | (455,197 | ) | (25.5 | )% | |||||||
| Elimination of intersegment cost of revenue | - | 156 | (156 | ) | (100.0 | )% | ||||||||||
| Elimination of intersegment revenue | - | (52,795 | ) | 52,795 | (100.0 | )% | ||||||||||
| Gross profit margin | $ | 1,326,528 | $ | 1,729,086 | $ | (402,558 | ) | (23.3 | )% | |||||||
| Gross profit percentage | 48.8 | % | 52.9 | % | (4.1 | )% | ||||||||||
| Others | ||||||||||||||||
| Gross profit margin | $ | 232,459 | $ | — | $ | 232,459 | 100.0 | % | ||||||||
| Gross profit percentage | 63.1 | % | — | % | 63.1 | % | ||||||||||
| Total | ||||||||||||||||
| Gross profit | $ | 13,318,458 | $ | 13,845,547 | $ | (527,089 | ) | (3.8 | )% | |||||||
| Gross profit margin | 13.7 | % | 17.9 | % | (4.2 | )% | ||||||||||
Our gross profit decreased by approximately $0.5 million, or 3.8%, to approximately $13.3 million for the year ended March 31, 2024 from approximately $13.8 million for the same period in 2023. The decrease in profit was primarily attributable to decreased gross profit from game publishing by approximately $1.0 million and decreased gross profit from advertising services by approximately $0.4 million for the year ended March 31, 2024. The decrease in gross profit then was offset by an increased gross profit from sale of console game, hardware, and accessories by approximately $0.6 million and increased gross profit from others by approximately $0.2 million for the year ended March 31, 2024.
10
Console game, hardware, and accessories
After elimination of intersegment transactions, segment gross profit from console game, hardware, and accessories increased by approximately $0.6 million to approximately $10.7 million for the year ended March 31, 2024, primarily driven by higher sales volume. The difference between segment and consolidated results was mainly attributable to higher intersegment cost of revenue eliminations in the current period.
Gross profit margin for console game, hardware, and accessories decreased 3.1% as we experienced higher cost in purchasing console game for resale due to price increase from our vendors.
Game Publishing
After elimination of intersegment transactions, segment gross profit from game publishing decreased by approximately $1.0 million to approximately $1.1 million for the year ended March 31, 2024, primarily driven by decrease of revenue. The difference between segment and consolidated results was mainly attributable to lower intersegment revenue and cost of revenue eliminations in the current period.
Gross profit margin for game publishing decreased 2.0% due to certain games requiring a higher percentage of revenue to be distributed to developers as part of their development fee structure.
Advertising Service
Gross profit from advertising services decrease to approximately $1.3 million for the year ended March 31, 2024 from approximately $1.7 million for the year ended March 31, 2023. The decrease was primarily attributable to decrease revenue in video marketing campaign service and advertising income from social media.
Gross profit margin for advertising services decreased 4.1% was mainly due increased of labor and production cost.
Operating Expenses
Total operating expenses increased by approximately $5.5 million, or 53.4%, to approximately $15.7 for the year ended March 31, 2024 from approximately $10.2 million for the year ended March 31, 2023. The increase was mainly attributable to the following:
Approximately $0.1 million, or 3.2%, decrease in selling expense was mainly attributable to approximately $0.6 million decrease in advertising and marketing expense as we received more compensation from our vendors related to qualify reimbursable expense during the year ended March 31, 2024, offset by $0.5 million increase in in sales commission and salary to sales department employees due to expansion of our business.
Approximately $5.6 million, or 73.5%, increase in general and administrative expense was mainly attributable to increase of approximately $1.5 million in director fee to compensate our director for service performed, approximately $2.2 million increase in salary expenses, entertainment expenses, website maintenance expense, rent expense and other miscellaneous expenses due to our current business expansion, approximately $1.0 million increase in other professional fee as we were preparing to become a listed public company in the United States, approximately $0.7 million increase in amortization expense from intangible asset as we acquired additional intangible assets from business combination, and approximately $0.2 million increase in bad debt expense as we made additional allowance for credit loss against long aging accounts receivable.
11
Segment profit (loss)
Our segment profit (loss) from our reportable segments is summarized as follows:
| For the Years Ended March 31, | ||||||||||||||||
| 2024 | 2023 | Change | Percentage Change | |||||||||||||
| Console game, hardware, and accessories | $ | 2,088,637 | $ | 3,093,269 | $ | (1,004,632 | ) | (32.5 | )% | |||||||
| Game publishing | (220,800 | ) | 1,468,956 | (1,689,756 | ) | (115.0 | )% | |||||||||
| Advertising service | (640,416 | ) | 97,842 | (738,258 | ) | (754.5 | )% | |||||||||
| Total reportable segment profit | $ | 1,227,421 | $ | 4,660,067 | $ | (3,432,646 | ) | (73.7 | )% | |||||||
Console game, hardware, and accessories
Segment profit from console games, hardware, and accessories was approximately $2.1 million and $3.1 million for the year ended March 31, 2025 and 2024, respectively, representing a decrease of approximately $1.0 million. The decrease was primarily attributable to increase in amortization and depreciation expense, salary expenses, and other segment operating costs, partially offset by increase in segment gross profit.
Game publishing
Segment loss from game publishing was approximately $0.2 million for the year ended March 31, 2024, compared to segment profit from game publishing of approximately $1.5 million for the same period in 2023, representing a change of approximately $1.7 million. The change was primarily driven by decrease in segment gross profit. In addition, the segment profit was further decreased by increased in salary expenses associated with the expansion of game publishing operations.
Advertising service
Segment loss from advertising services was approximately $0.6 million for the year ended March 31, 2024, compared to segment profit of approximately $0.1 million for the same period in 2023, representing a change of approximately $0.7 million. The change was primarily attributable to decrease in segment gross profit, as well as increase in salary expenses due to higher labor costs.
Other expense, net
For the year ended March 31, 2024, we have other income, net amounted to approximately $0.5 million, while for the year ended March 31, 2023, we have other expense, net amounted to approximately $0.8 million, representing a net change of approximately $1.3 million or 157.9%. Such change was attributable to recognition of approximately $1.0 million increase in other income, net, which was primarily due to the $1.2 million received from our vendor who compensated our loss in prior period, approximately $0.7 million decrease in change in fair value of consideration payable related to our acquisition of 2Game, offset by approximately $0.3 million increased interest expense which was due to higher interest rate on loans acquired during the year ended March 31, 2024 compared to the same period in 2023.
Provision for income tax
Our provision for income tax decreased by approximately $0.6 million, or 91.4 %, to approximately $53,000 income tax provision for the year ended March 31, 2024 from approximately $0.6 million for the same period in 2023. This decrease was primarily due to an increase of approximately $0.4 million in deferred tax benefits resulting from the recognition of additional deferred tax asset from net operating loss (“NOL”) of our Singapore subsidiaries for the year ended March 31, 2024, as we expected to utilize the NOL against our taxable income in the future and approximately $0.2 million decrease in current income tax as we had less taxable income for the year ended March 31, 2024. In addition, the decrease of our provision for income tax were attributable to (1) 14.0% decrease of effective rate from tax rate difference outside Singapore which was mainly due to NOL from GCL BVI and GCL Global with total amount of approximately $1.5 million. Since GCL BVI and GCL Global were established in British Virgin Island and Cayman Island, respectively, they do not subject to income tax due to local laws, and (2) 4.2% decrease of effective rate from loss from foreign exchange transaction which is non-deductible from our Hong Kong subsidiaries. Given that we expect GCL BVI and GCL Global to continue incurring significant transaction costs related to the Business Combination with RFAC, we anticipate that the recent decrease in our provision for income tax to be indicative a trend in our future effective tax rates.
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Net (Loss) Income
We incurred a net loss of approximately $2.0 million for the year ended March 31, 2024, while we have a net income of approximately $2.1 million for the same period in 2023, representing a change of approximately $4.1 million, or 191.6%. Such change was mainly as a direct result of the reasons discussed above.
5B. Liquidity and Capital Resources
Liquidity and Capital Resources
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses, and capital expenditure obligations.
Despite an income from operation of approximately $1.6 million for the year ended March 31, 2025, we have cash outflow from our operating activities of approximately $10.3 million while our retained earnings and working capital were approximately $17.5 million and $9.7 million, respectively, as of March 31, 2025. To support our business operation for the next twelve months, we had cash and cash equivalents, and restricted cash amounted to approximately $21.3 million as of March 31, 2025, and accounts receivable, net amounted to approximately $25.8 million which is short-term in nature that we expect to collect within our normal business cycle. Meanwhile, we also utilized debt financing in the form of short- term, convertible note, or long-term borrowings from banking facilities, and accredited investors to finance the working capital requirements of the Company. As of March 31, 2025, we have utilized short-term and long-term borrowings from banking facilities amounted to approximately $10.5 million and $1.4 million, respectively. Between September and December 2024, we issued convertible notes with an aggregate principal amount of $33.0 million, which were fully converted into equity on February 13, 2025 upon completion of the Business Combination.
On May 21, 2025, we entered into a Securities Purchase Agreement with an investor for the issuance of approximately $2.9 million senior unsecured convertible note, issued at a discount for gross proceeds of approximately $2.6 million. The agreement also provides the investor with the right to purchase up to an additional $42.6 million in convertible notes in specified increments, which may provide additional liquidity if exercised.
In connection with our investment in Nekcom pursuant to the Series B Preferred Stock Purchase Agreement (the “Nekcom SPA”), a portion of the purchase consideration was structured in the form of our ordinary shares that are currently held in escrow and subject to certain performance-based conditions tied to the recoupment of the minimum guarantee (the “Minimum Guarantee”), which represents a contractually specified guaranteed publishing payment that we agreed to provide under the related publishing agreement and that is recoverable by us from our contractual share of revenues generated from the exploitation and distribution of the game. The full recoupment date (the “Full Recoupment Date”) is the date on which the we have recovered, through its contractual share of publishing revenues under the publishing agreement, an amount equal to the full Minimum Guarantee. If, at the Full Recoupment Date, the volume weighted average price (“VWAP”) of the consideration shares over the thirty trading days immediately preceding the Full Recoupment Date is below $1,200,000, we would be required to pay Nekcom the shortfall between $7,500,000 and the value of the consideration shares in cash.
As of March 31, 2025 and through the date of issuance of the consolidated financial statements, the VWAP of the Consideration Shares was below $1,200,000. However, any potential obligation to settle the shortfall in cash remains contingent upon the occurrence of the Full Recoupment Date, which had not occurred as of March 31, 2025 because the Minimum Guarantee had not yet been fully recouped through publishing revenues.
Our future operations are highly dependent on a combination of factors, including but not necessarily limited to changes in the demand for our products or services, local government policy, economic conditions, and competition in the gaming industries. However, based on the above considerations, our management is of the opinion that it has sufficient funds to meet our working capital requirements and current liabilities as they become due one year from the date of issuance of these financial statements are issued.
The following summarizes the key components of our cash flows for the year ended March 31, 2025, 2024, and 2023.
| For the Years Ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net cash (used in) provided by operating activities | $ | (10,308,634 | ) | $ | 1,316,296 | $ | (4,365,870 | ) | ||||
| Net cash used in investing activities | (6,342,398 | ) | (780,624 | ) | (615,528 | ) | ||||||
| Net cash provided by financing activities | 33,557,446 | 135,236 | 4,359,210 | |||||||||
| Effect of exchange rate changes | 138,564 | (168,777 | ) | (27,696 | ) | |||||||
| Net change in cash, cash equivalents, and restricted cash | $ | 17,044,978 | $ | 502,131 | $ | (649,884 | ) | |||||
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Operating activities
Net cash used in operating activities was approximately $10.3 million for the year ended March 31, 2025. The net cash used in operating activities was primarily attributable to (i) approximately $6.6 million increase in accounts receivable, as a result of increase in our revenue, (ii) approximately $7.5 million increase in indefinite-lived intangible assets as we as we maintain more console game code for resale, (iii) approximately $1.1 million increase in other receivables and other current assets due to payment of advertising fees on behalf of a vendor and other prepaid expenses such as D&O insurance, (iv) approximately $0.9 million decrease of operating lease liabilities as we remit timely payment in accordance with lease contract during the period, (v) approximately $1.0 million increase in inventories, as we maintained more inventories for resale due to demand of our products, (vi) approximately $3.6 million increase in prepayment to our vendors and related party as we made more advance payments to vendors to secure our purchases approximately, (vii) approximately $11.9 million decrease in other payables and accrued liabilities as make timely payments for accrued expense, (viii) approximately $2.0 million decrease in account payable, a related party, as we made timely payment to related party for purchasing, and (ix) approximately $4.7 million non-cash item of recovery from credit loss, deferred tax benefit, and change in fair value of convertible notes and derivative liabilities, offset by (A) net income of approximately $5.0 million, (B) approximately $2.9 million of non-cash items such as deprecation of property and equipment, amortization of intangible assets, amortization of right of use assets, and change in fair value of acquisition payable, (C) approximately $21.0 million increase in accounts payable, as our third party granted us credit terms to allow us additional liquidity and flexibility in managing short-term cash flow needs
Net cash provided by operating activities was approximately $1.3 million for the year ended March 31, 2024. The net cash provided by operating activities was primarily attributable to (i) approximately $3.2 million in non-cash items which included depreciation expense, amortization expense, provision for credit loss, loss from disposal of properties and equipment, and change in fair value of contingent consideration for acquisition, (ii) approximately $3.7 million decrease in indefinite-lived intangible assets as a result of increased revenue from sales for console game code, (iii) approximately $1.0 million increase in accounts payable including related party as we increase our purchase on account to meet with the demand of our product, (iv) approximately $2.5 million increase in other payable and accrued liabilities as we incurred more accrued expense related to our operations, and (v) approximately $0.3 million decrease in other receivable to other current asset as more prepaid expense and prepaid income tax were utilized in current period, and we collect more balance due from vendor for marketing expense paid on behalf from prior period, offset by (A) approximately $2.0 million net loss, (B) approximately $0.7 million increases in deferred tax benefit as we have more net operating loss that can be utilized for offset taxable income, (C) approximately $0.7 million increase in accounts receivable as a result of increase in our revenue, (D) approximately $1.6 million increase in inventories as we maintain higher inventory level to meet with the demand, (E) approximately $3.4 million increase in prepayment to our vendors as we made more advance payments to vendors to secure our purchases, and (F) approximately $0.8 million decrease in operating lease liability as we remit timely payment in accordance with lease contract during the period.
Net cash used in operating activities was approximately $4.4 million for the year ended March 31, 2023. The net cash used in operating activities was primarily attributable to (i) approximately $8.5 million increase in accounts receivable, as a result of increase in our revenue, (ii) approximately $7.9 million increase in indefinite-lived intangible assets as we as we maintain more console game code for resale, (iii) approximately $0.6 million increase in receivables and other current assets due to payment of advertising fees on behalf of a vendor, (iv) approximately $0.7 million decrease of operating lease liabilities as we remit timely payment in accordance with lease contract during the period, (v) approximately $0.4 million increase in inventories, as we maintained more inventories for resale due to demand of our products, and (vi) approximately $0.3 million non-cash item of deferred tax benefit, offset by (A) net income of approximately $2.1 million, (B) approximately $3.1 million of non-cash items such as deprecation of property and equipment, amortization of intangible assets, amortization of right of use assets, provision for doubtful accounts, change in fair value of acquisition payable and impairment of the inventories, (C) approximately $22.1 million increase in accounts payable, as our third party and related party vendors granted us credit terms to allow us additional time to pay for our purchases, (D) approximately $0.5 million increase in tax payables as we incurred more taxable income subject to income tax, and (E) approximately $0.3 million increase in contract liabilities, as we collected more deposit from our customer in advance for future sales.
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Investing activities
Net cash used in investing activities was approximately $6.3 million for the year ended March 31, 2025 and was attributable to approximately $0.2 million in cash used in purchase of equipment, approximately $0.4 million payment related to achievement of tranche 3 of the contingent consideration in connection with the 2Game acquisition, approximately $0.4 million loan to third party and approximately $5.4 million cash payment in connection with investment in Nekcom Inc.
Net cash used in investing activities was approximately $0.8 million for the year ended March 31, 2024 and was attributable to approximately $0.3 in cash used in purchase of equipment and approximately $0.5 million payment related to achievement of tranche 3 of contingent consideration in connection with the 2Game acquisition.
Net cash used in investing activities was approximately $0.6 million for the year ended March 31, 2023 and was attributable to approximately $0.5 million in purchase of equipment and approximately $71,000 in purchase of long-term investment.
Financing activities
Net cash provided by financing activities was approximately $33.6 million for the year ended March 31, 2025 and was primarily attributable to (i) approximately $31.7 million proceed received from bank loans; (ii) approximately $33.0 million proceeds from convertible notes, and (iii) approximately $0.6 million proceed received from reverse recapitalization; offset by (A) approximately $28.8 million bank loans repayments; (B) approximately $0.7 million in payments for deferred merger costs, (C) approximately $1.6 million repayments to related parties loan, (D) approximately $63,000 of principle payments for finance lease, and (E) approximately $0.6 million cash payment in connection of acquiring additional controlling interest in 2game.
Net cash provided by financing activities was approximately $0.1 million for the year ended March 31, 2024 and was primarily attributable to (i) approximately $24.2 million proceed received from bank loans; (ii) approximately $4.0 million repayment from related parties; offset by (A) approximately $25.4 million bank loans repayments; (B) approximately $0.9 million in payments for deferred merger costs, (C) approximately $1.4 million advance to related parties, (D) approximately $0.2 million in principle payments, and (E) approximately $0.2 million payment to a shareholder as redemption of ordinary share.
Net cash provided by financing activities was approximately $4.4 million for the year ended March 31, 2023 and was primarily attributable to approximately $8.8 million proceed from bank loans offset by repayment of approximately $2.5 million of bank loans, and approximately $2.0 million interest free advance to related parties.
Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with FASB ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. For the years ended March 31, 2025, 2024 and 2023, we did not record any accruals for loss contingencies.
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The following table summarizes our contractual obligations as of March 31, 2025:
| Payments due by period | ||||||||||||||||||||
| Contractual obligations | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | |||||||||||||||
| Bank loans, current maturities | $ | 10,500,085 | $ | 10,500,085 | $ | — | $ | — | $ | — | ||||||||||
| Bank loan, non-current | 1,421,139 | — | 1,421,139 | — | — | |||||||||||||||
| Amount due to related parties, current | 683,338 | 683,338 | — | — | — | |||||||||||||||
| Operating lease obligations | 487,119 | 376,751 | 110,368 | — | — | |||||||||||||||
| Financing lease obligations | 249,134 | 84,528 | 117,776 | 46,830 | — | |||||||||||||||
| Total | $ | 13,340,815 | $ | 11,644,702 | $ | 1,649,283 | $ | 46,830 | $ | — | ||||||||||
Commitment in publishing agreement
On December 18, 2024, we, through our subsidiary 4Divinity SG, entered into a Publishing Agreement with NEKCOM Private Limited and its PRC affiliate (collectively, “NEKCOM”), pursuant to which 4Divinity SG was appointed as the global publisher and distributor of the video game SHOWA American Story (the “Licensed Game”) for all platforms and territories, excluding certain regions previously licensed to other parties. Under the terms of the agreement, 4Divinity SG committed to a fully recoupable minimum sales guarantee of $5,000,000, payable in tranches as defined in the agreement. In addition, 4Divinity SG agreed to furnish a non-recoupable marketing budget of $5,000,000, which will be used to support global marketing efforts for the Licensed Game. As of March 31, 2025, we had paid $3,000,000 of the minimum sales guarantee, with the remaining amount paid on April 17, 2025.
Capital Expenditures
For the years ended March 31, 2025, 2024 and 2023, we purchased approximately $0.2 million, $0.3 million, and $0.5 million, respectively, of equipment mainly for the use in our business daily operation.
Non-GAAP Performance Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP financial measures for our consolidated results: EBITDA which represents net income (loss) before interest expense, provision for income taxes, depreciation and amortization expenses. We believe that EBITDA helps understand and evaluate our core operating performance.
EBITDA does not represent net income, as that term is defined under GAAP, and should not be considered as an alternative to net income (loss) as an indicator of our operating performance. Additionally, EBITDA is not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures, tax payments and debt service requirements. In light of the foregoing limitations, you should not consider EBITDA as substitutes for, or superior to, net income (loss) prepared in accordance with U.S. GAAP. We encourage our shareholders and investors and others to review its financial information in its entirety and not rely on any single financial measure.
EBITDA is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP financial measures. As EBITDA has material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies.
| For the years ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Net income / (loss) | 5,049,421 | (1,960,956 | ) | 2,140,670 | ||||||||
| Interest expense, net | 2,255,934 | 507,803 | 191,154 | |||||||||
| Provision for income taxes | 1,128,672 | 53,291 | 620,142 | |||||||||
| Depreciation and amortization expenses | 2,369,036 | 2,371,718 | 1,507,671 | |||||||||
| EBITDA | 10,803,063 | 971,856 | 4,459,637 | |||||||||
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
5C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
5D. Trend Information
Other than as disclosed elsewhere in this annual report and below, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
5E. Critical Accounting Estimates
Financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Certain accounting estimates are particularly sensitive because of our significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe that the following accounting estimates are critical to our business operations and understanding our consolidated financial results.
Contingent consideration for acquisitions
We determined that the contingent consideration related to the 2Game acquisition should be classified as a liability, as we are obligated to settle the arrangement in cash or shares upon 2Game’s achievement of certain performance milestones. In accordance with ASC 815-40, Derivatives and Hedging, we initially recognized the contingent consideration at fair value and remeasure it at each reporting date. We continue to adjust the carrying amount until the contingency is resolved. Any changes in fair value are recognized as a gain or loss in our consolidated statements of operations and comprehensive income (loss).
Contingent consideration for acquisition was valued at the time of acquisitions and March 31, 2025, using unobservable inputs and the undiscounted cash flow methodology. The determination of the fair value is based on discounted cash flows, the key assumptions take into consideration the probability of meeting each performance target and the discount factor. As of the acquisition date of 2Game, the fair value of the contingent consideration for acquisition was determined to be approximately $3.4 million.
Subsequently, the change of fair value of the contingent consideration for acquisition was amounted to a loss of approximately $0.5 million, $0.3 million and $0.9 million for the year ended March 31, 2025, 2024 and 2023, respectively. As of March 31, 2025 and 2024, the contingent consideration for acquisition amounted to approximately $1.1 million and $3.7 million, respectively.
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Convertible notes and derivative liabilities
We determined that the convertible notes issued in connection with the Business Combination contained multiple embedded features, including conversion rights and a Top-Up Share provision. Because our ordinary shares were not publicly traded at the time of issuance, the embedded features did not meet the net settlement criterion under ASC 815. As such, we accounted for the entire instrument as a hybrid financial instrument measured at fair value, with changes in fair value recognized in our consolidated statements of operations and comprehensive income (loss) until conversion. Upon the conversion of the notes into equity on February 13, 2025, the embedded features were detached and separately evaluated.
As of the issuance date, we determined that the fair value of the convertible notes approximated their carrying amount. The fair value was subsequently remeasured as of February 12, 2025 using a probability-weighted scenario analysis that considered expected outcomes associated with the conversion feature. Key inputs included the number of shares issuable upon conversion, the fair value of our ordinary shares at the measurement date, and relevant discount factors. The fair value of the convertible notes as of February 12, 2025 was approximately $25.0 million.
We concluded that the Top-Up Share feature met the definition of a derivative liability under ASC 815-40 due to its variable settlement structure and the fact that it was not considered indexed to our own stock. Accordingly, we accounted for the Top-Up Share provision as a standalone derivative liability, which is measured at fair value upon initial recognition and remeasured at each reporting date until settlement or expiration. Changes in fair value are recognized in our consolidated statements of operations and comprehensive income (loss).
The Top-Up Share liability was valued as of February 12, 2025 and March 31, 2025, using a Monte Carlo simulation model based on unobservable inputs. The fair value measurement incorporated key assumptions, including our stock price, expected volatility, holding period, and the risk-free interest rate. As the conversion date occurred shortly before our March 31, 2025 reporting date and no material changes in valuation inputs were identified, we did not record a significant change in fair value between the two measurement dates. The Top-Up Share liability was recorded at approximately $2.7 million as of the conversion date and $3.1 million as of March 31, 2025.
Goodwill impairment
We perform annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. For the years ended March 31, 2025 and 2023, management evaluated the recoverability of goodwill by performing qualitative assessment on its reporting units and determined that it is less likely than not that the fair value of the reporting unit is less than its carrying amount, and therefore, no impairment loss on goodwill was recognized for the year ended March 31, 2025 and 2023. For the years ended March 31, 2024, management evaluated the recoverability of goodwill by comparing the fair value of a reporting unit with its carrying amount. We had engaged a third-party appraiser to assess the fair value of the game distribution reporting unit by applying income approach which considers the present value of the game distribution reporting unit’s future after-tax cash flows, discounting them to present value using a 13.0% discount rate. As a result, the fair value of the game distributing reporting unit’s fair value exceeds its carrying value, and therefore, no impairment loss on goodwill was recognized for the year ended March 31, 2024.
Recent Accounting Pronouncements
See Note 2 of the notes to the consolidated financial statements included elsewhere in this annual report for a discussion of recently issued accounting standards.
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ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Group Chief Executive Officer and our Group Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act.
In connection with the preparation of the Company’s consolidated financial statements for fiscal years 2025, the Company identified material weaknesses in its internal control over financial reporting, as defined in the standards established by the PCAOB. The material weakness identified related to (i) lack of accounting staff and resources with appropriate knowledge of GAAP and SEC reporting and compliance requirements to design and implement formal period-end financial reporting policies and procedures to address complex technical accounting issue in accordance with GAAP and the SEC requirements, and (ii) lack of information technology general controls in the areas of IT policies and procedures, user provisioning and termination, privileged access and service organization monitoring who are responsible for change management over certain core business system and accounting system. To remediate the material weaknesses, the Company has begun, and will continue, to (A) hire additional finance and accounting staff with qualifications and work experience in GAAP and SEC reporting requirements to formalize the key internal control over financial reporting; (B) allocate sufficient resources to prepare and review financial statements and related disclosures in accordance with GAAP and SEC reporting requirements; and (C) hire experienced IT staff with qualifications of the CRISC (“Certified in Risk and Information Systems Control”) to formalize and strengthen the key internal control over Information Technology General Control. In addition, the Company cannot predict the outcome of this determination and whether the Company will need to implement remedial actions in order to implement effective control over financial reporting.
Based on that evaluation, our management has concluded that, due to the outstanding material weakness described above, as of March 31, 2025, our disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Group Chief Executive Officer and Group Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 18. FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company are included at the end of this Report.
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ITEM 19. EXHIBITS
EXHIBIT INDEX
| 1.1 | Amended and Restated Memorandum and Articles of Association of GCL Global Holdings Ltd (incorporated by reference to Exhibit 1.1 of the Company’s Shell Company Report on Form 20-F, filed with the SEC on February 26, 2025). | |
| 2.1 | Description of Securities (incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025) | |
| 4.1 | Form of Senior Convertible Note issued on May 22, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed with the SEC on May 22, 2025) | |
| 4.2 | Form of Warrant issued on July 7, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed with the SEC on July 8, 2025) | |
| 4.2.1 | Amendment No. 1 to Warrant dated July 29, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed with the SEC on July 29, 2025) | |
| 10.1 | Assignment, Assumption and Amendment Agreement by and among RFAC, the Company and Continental Stock Transfer & Trust Company dated February 13, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025). | |
| 10.2 | Registration Rights Agreement by and among the Company, GCL Global Limited and certain holders named therein, dated February 13, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025) | |
| 10.3 | Bonus Shares Escrow Agreement by and between the Company and Continental Stock Transfer & Trust Company dated February 13, 2025 (incorporated by reference to Exhibit 10.3 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025) | |
| 10.4 | Share Escrow Agreement by and between the Company and Continental Stock Transfer & Trust Company dated February 13, 2025 (incorporated by reference to Exhibit 10.4 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025) | |
| 10.5 | Form of Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by RF Acquisition Corp. on October 18, 2024) | |
| 10.5.1 | Form of Amendment to Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by RF Acquisition Corp. on February 5, 2025) | |
| 10.6 | Series B Preferred Stock Purchase Agreement by and between GCL Global Limited and Nekcom Inc. dated November 20, 2024 (incorporated by reference to Exhibit 10.24 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024) | |
| 10.6.1 | Addendum to Payment Rescheduling Agreement by and among GCL Global Limited, Nekcom Inc. and other parties named therein dated July 10, 2025 (incorporated by reference to Exhibit 10.6.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025) | |
| 10.6.2 | First Amendment to Series B Preferred Stock Purchase Agreement between GCL Global Limited and Nekcom Inc., dated May 15, 2025 (incorporated by reference to Exhibit 99.4 of the Company’s Form 6-K, filed with the SEC on January 30, 2026) | |
| 10.7 | Securities Purchase Agreement between the Company and the investor named therein, dated May 21, 2025 (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025) | |
| 10.8 | Registration Rights Agreement between the Company and the buyer named therein, dated May 21, 2025 (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025) |
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| 10.9## | Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated July 31, 2022 (incorporated by reference to Exhibit 10.5 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024) | |
| 10.10 | The First Contract Addendum for the Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated July 31, 2022 (incorporated by reference to Exhibit 10.6 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024) | |
| 10.11 | The Second Contract Addendum for the Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated October 17, 2023 (incorporated by reference to Exhibit 10.7 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024) | |
| 10.12 | The Third Contract Addendum for the Sales and Purchase Agreement by and between GCL Global Pte. Ltd. (formerly known as Ludus Asia Pte. Ltd.) and Vendors dated December 29, 2024 (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025) | |
| 10.13## | Share Sale and Purchase Agreement dated March 19, 2025 by and between GCL Global Pte. Ltd. and parties named therein (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025). | |
| 10.14 | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025) | |
| 10.15 | Equity Incentive Plan, effective February 13, 2025 (incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on May 1, 2025) | |
| 12.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2022. | |
| 12.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2022. | |
| 13.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022. | |
| 13.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022. | |
| 14.1 | Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025) | |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025) | |
| 21 | List of Subsidiaries (incorporated by reference to Exhibit 21 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025) | |
| 23.1* | Consent from Marcum Asia LLP | |
| 97 | Clawback Policy (incorporated by reference to Exhibit 99.5 of The Company’s Form 20-F filed with the SEC on February 26, 2025) | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
| # | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). PubCo agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, PubCo may request confidential treatment of omitted items. |
| ## | Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material. |
| ** | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
21
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on its behalf.
| GCL GLOBAL HOLDINGS LTD | ||
| April 9, 2026 | By: | /s/ Sebastian Toke |
| Name: | Sebastian Toke | |
| Title: | Group Chief Executive Officer and Director | |
22
GCL GLOBAL HOLDINGS LTD. AND ITS SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Audited Financial Statements | ||
| Report of Independent Registered Public Accounting Firm (Marcum Asia CPAs LLP, PCAOB ID | F-2 | |
| Consolidated Balance Sheets as of March 31, 2025 and 2024 | F-3 | |
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended March 31, 2025, 2024 and 2023 | F-4 | |
| Consolidated Statements of Change in Shareholders’ Equity for the years ended March 31, 2025, 2024 and 2023 | F-5 | |
| Consolidated Statements of Cash Flows for the years ended March 31, 2025, 2024 and 2023 | F-6 | |
| Notes to Consolidated Financial Statements | F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
GCL Global Holdings Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of GCL Global Holdings Limited (the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of three years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum Asia CPAs LLP
We served as the Company’s auditor from 2023 to 2026.
July 31, 2025
NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001
Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com
F-2
| GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES |
| CONSOLIDATED BALANCE SHEETS |
| (Stated in U.S dollar, except for the number of shares) |
| As of March 31, | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Amount due from related parties | ||||||||
| Inventories, net | ||||||||
| Other receivable and other current assets, net | ||||||||
| Prepayments, net | ||||||||
| Derivative asset | ||||||||
| Loan to third party | ||||||||
| Total current assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Definite-lived intangible assets, net | ||||||||
| Indefinite-lived intangible assets | ||||||||
| Goodwill | ||||||||
| Long-term investments | ||||||||
| Other receivable, non-current | ||||||||
| Prepayments, a related party | ||||||||
| Operating leases right-of-use assets | ||||||||
| Finance leases right-of-use assets | ||||||||
| Deferred merger costs | ||||||||
| Deferred tax assets, net | ||||||||
| Total noncurrent assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Bank Loans, current | $ | $ | ||||||
| Accounts payable | ||||||||
| Accounts payable, a related party | ||||||||
| Contract liabilities | ||||||||
| Other payables and accrued liabilities | ||||||||
| Operating lease liabilities, current | ||||||||
| Contingent consideration for acquisition, current | ||||||||
| Finance leases liabilities, current | ||||||||
| Amount due to related parties | ||||||||
| Tax payables | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Finance leases liabilities, non-current | ||||||||
| Bank loans, non-current | ||||||||
Deferred investment consideration payable | ||||||||
| Derivative liabilities, non-current | ||||||||
| Deferred tax liabilities | ||||||||
| Contingent consideration for acquisition, non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| MEZZANINE EQUITY | ||||||||
| Ordinary shares subject to possible redemption, and | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary share, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| TOTAL GCL Global Holdings Ltd shareholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
| GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
| (Stated in U.S dollar, except for the number of shares) |
| For the Years Ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| REVENUES | ||||||||||||
| Revenues | $ | $ | $ | |||||||||
| Revenues, a related party | ||||||||||||
| TOTAL REVENUES | ||||||||||||
| COST OF REVENUES | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Cost of revenues, related parties | ( | ) | ( | ) | ( | ) | ||||||
| TOTAL COST OF REVENUES | ( | ) | ( | ) | ( | ) | ||||||
| GROSS PROFIT | ||||||||||||
| OPERATING EXPENSES | ||||||||||||
| Selling and marketing | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| INCOME (LOSS) FROM OPERATIONS | ( | ) | ||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Other income, net | ||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of contingent consideration for acquisition | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of convertible notes | ||||||||||||
| Change in fair value of derivative liabilities | ( | ) | ||||||||||
| TOTAL OTHER (EXPENSE) INCOME, NET | ( | ) | ||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ) | ||||||||||
| INCOME TAXES EXPENSE | ( | ) | ( | ) | ( | ) | ||||||
| NET INCOME (LOSS) | ( | ) | ||||||||||
| Less: net income (loss) attributable to non-controlling interests | ( | ) | ( | ) | ||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO GCL GLOBAL HOLDINGS LTD’S SHAREHOLDERS | $ | $ | ( | ) | $ | |||||||
| NET INCOME (LOSS) | ( | ) | ||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||
| COMPREHENSIVE INCOME (LOSS) | ( | ) | ||||||||||
| Less: total comprehensive income (loss) attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||
| Total comprehensive income (loss) attributable to GCL Global Holdings Ltd’s shareholders | $ | $ | ( | ) | $ | |||||||
| INCOME (LOSS) PER SHARE - BASIC AND DILUTED, ORDINARY SHARES | $ | $ | ( | ) | $ | |||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING* | ||||||||||||
| Basic and diluted | ||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY
For the Years Ended March 31, 2025, 2024 and 2023
(Stated in U.S. dollar, except for the number of shares)
| Accumulated | ||||||||||||||||||||||||||||
| Additional | other | Non- | Total | |||||||||||||||||||||||||
| Ordinary share* | paid-in | Retained | comprehensive | controlling | shareholders’ | |||||||||||||||||||||||
| Shares | Par value | capital | earnings | (loss) income | interest | equity | ||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Reverse recapitalization | ( | ) | ||||||||||||||||||||||||||
| Balance as of March 31, 2022 | ( | ) | ||||||||||||||||||||||||||
| Net income | - | - | - | - | ||||||||||||||||||||||||
| Recognition of non-controlling interest from acquisition of a subsidiary | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of March 31, 2023 | ( | ) | ||||||||||||||||||||||||||
| Recognition of non-controlling interest from acquisition of subsidiaries | - | |||||||||||||||||||||||||||
| Accretion from change in fair value of ordinary shares subject to possible redemption | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||
| Shares issuance for partial settlement of contingent consideration for acquisition | ||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2024 | ( | ) | ||||||||||||||||||||||||||
| Reclassification of redeemable ordinary shares from mezzanine to permanent equity | ||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ||||||||||||||||||||||
| Acquisition of additional controlling interest of subsidiaries | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Shares issuance for partial settlement of contingent consideration for acquisition | ||||||||||||||||||||||||||||
| Ordinary shares issued for conversion of convertible notes | ||||||||||||||||||||||||||||
| Issuance of ordinary share upon the reverse recapitalization | ( | ) | ( | ) | ||||||||||||||||||||||||
| Incremental fair value of warrants upon the reverse recapitalization | - | ( | ) | |||||||||||||||||||||||||
| Merger transaction cost | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | |||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| * | Giving retroactive effect to reverse recapitalization effected on February 13, 2025. |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. dollar, except for the number of shares)
| For the Years Ended | ||||||||||||
| March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Amortization of right of use assets- operating leases | ||||||||||||
| Amortization of right of use assets- operating lease, a related party | ||||||||||||
| Amortization of right of use assets- finance leases | ||||||||||||
| (Recovery from) provision for credit loss and doubtful accounts | ( | ) | ||||||||||
| Loss from disposal of property and equipment | ||||||||||||
| Deferred taxes benefit | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of contingent consideration for acquisition | ||||||||||||
| Change in fair value of convertible notes and derivative liabilities | ( | ) | ||||||||||
| Change in operating assets and liabilities | ||||||||||||
| Accounts receivables | ( | ) | ( | ) | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ( | ) | ||||||
| Indefinite-lived intangible assets | ( | ) | ( | ) | ||||||||
| Other receivable and other current assets | ( | ) | ( | ) | ||||||||
| Amount due from related parties | ( | ) | ||||||||||
| Prepayments | ( | ) | ( | ) | ||||||||
| Prepayments, a related party | ( | ) | ||||||||||
| Accounts payable | ( | ) | ||||||||||
| Accounts payable, a related party | ( | ) | ||||||||||
| Contract liabilities | ( | ) | ( | ) | ||||||||
| Other payables and accrued liabilities | ( | ) | ||||||||||
| Operating Lease Liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Operating Lease Liabilities, related parties | ( | ) | ||||||||||
| Income tax payables | ||||||||||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchases of equipment | ( | ) | ( | ) | ( | ) | ||||||
| Cash paid for contingent consideration for acquisition | ( | ) | ( | ) | ( | ) | ||||||
| Cash paid in business combinations, net of cash acquired | ||||||||||||
| Loan to third party | ( | ) | ||||||||||
| Acquisition of long-term investment | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Cash paid for redemption of ordinary shares | ( | ) | ||||||||||
| Proceeds from bank loans | ||||||||||||
| Repayments to bank loans | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from convertible notes | ||||||||||||
| Loan from related party | ||||||||||||
| Advance to related parties | ( | ) | ( | ) | ||||||||
| Repayments to related parties | ( | ) | ||||||||||
| Principal payments of finance lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from reverse recapitalization, net of payments of transaction costs | ||||||||||||
| Cash paid to acquire additional controlling interest in a subsidiary | ( | ) | ||||||||||
| Payments of deferred merger costs | ( | ) | ( | ) | ||||||||
| Net cash provided by financing activities | ||||||||||||
| EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ) | ( | ) | ||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ) | ||||||||||
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year | ||||||||||||
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, end of year | $ | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||||||
| Income taxes paid | $ | $ | ||||||||||
| Interest paid | $ | $ | ||||||||||
| SUPPLEMENTAL NON-CASH FLOWS INFORMATION | ||||||||||||
| Fair value of share issuance in acquisition of a subsidiary | $ | $ | $ | |||||||||
| Accretion of change in fair value of ordinary shares subject to possible redemption | $ | $ | $ | |||||||||
| Recognition of initial right-of-use assets and lease liabilities | $ | $ | $ | |||||||||
| Right-of-use assets in exchange for operating lease liabilities | $ | $ | $ | |||||||||
| Recognition of non-controlling interest from acquisition of subsidiaries | $ | $ | $ | |||||||||
| Recognition of acquisition payable for acquiring 2Game | $ | $ | $ | |||||||||
| Share issuance for acquisition payable | $ | $ | $ | |||||||||
| Deferred merger costs included in other payables and accrued liabilities | $ | $ | $ | |||||||||
| Reclassification of redeemable ordinary shares from mezzanine to permanent equity | $ | $ | $ | |||||||||
| Recognition of derivative asset from acquisition of additional controlling interest of subsidiaries | $ | $ | $ | |||||||||
| Acquisition of additional interest in a subsidiary through recognition of payable | $ | $ | $ | |||||||||
| Shares issuance for partial settlement of contingent consideration for acquisition | $ | $ | $ | |||||||||
| Issuance of ordinary shares upon conversion of convertible notes | $ | $ | $ | |||||||||
| Issuance of ordinary share upon the reverse recapitalization | $ | $ | $ | |||||||||
| Recognition of incremental fair value of warrants upon the reverse recapitalization | $ | $ | $ | |||||||||
| Reclassification of deferred merger costs to additional paid-in capital | $ | $ | $ | |||||||||
| Deferred investment consideration payable | $ | $ | $ | |||||||||
The table below reconciles cash and cash equivalents, along with restricted cash, as reported on the statement of financial position to the total amounts presented in the statement of cash flows:
| As of March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash and cash equivalents | ||||||||||||
| Restricted cash | ||||||||||||
| Total cash and cash equivalents, and restricted cash | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Nature of business and organization
GCL Global Holdings Ltd (the
“Company” or “PubCo”) was incorporated as a Cayman Islands exempted company limited by shares on
GCL Global was incorporated and registered as an exempted Company with limited liability on September 8, 2023, under the laws of the Cayman Islands. GCL Global is a holding Company and has no substantive operations other than holding all of the outstanding equities of its directly and indirectly owned subsidiaries through various recapitalizations.
The Company, through its subsidiaries in Singapore,
Malaysia, Hong Kong, China, Brazil, the United Kingdom, and Dubai operates its business in
— Reorganization under GCL Global Pte. Ltd (“GCL Global SG”)
GCL Global SG was incorporated on July 26, 2021, under the laws of Singapore. GCL Global SG is a holding Company and has no substantive operations other than holding all of the outstanding equities of Epic SG, 4Divinity SG, 2Game, and Starlight.
On June 30, 2023, GCL
Global SG completed the acquisition of
On July 18, 2023, GCL
Global SG completed the acquisition of
— Reorganization under GCL Global
GCL BVI was incorporated on November 16, 2018, under the laws of British Virgin Island (“BVI”).
GCL BVI is a holding Company and has no substantive operations other than holding all of the outstanding equity of Epic MY after reorganization under GCL Global SG.
On February 13, 2024, GCL BVI and GCL Global had completed a sequential two-step transaction involving (a) sale by GCL BVI of all its equity interests in GCL Global SG to GCL Global in return for GCL Global shares being issued to the GCL Shareholders (defined below), resulting in (i) GCL Global SG becoming a wholly-owned subsidiary of GCL Global; and (ii) GCL Shareholders holding all issued and outstanding shares in GCL Global; and (b) sale by GCL BVI shareholders holding a total of 99.8% of the total outstanding shares of GCL BVI (“GCL Shareholders”) of their equity interests in GCL BVI to GCL Global, resulting in GCL BVI becoming a 99.8%-owned subsidiary of GCL Global (the “Reorganization”).
Before and after the Reorganizations, GCL Global, together with its subsidiaries (as indicated above), is effectively controlled by the major shareholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5.
F-7
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
—Merger and reverse recapitalization
As described above and further discussed in Note 3, the Business Combination was consummated on February 13, 2025. As a result, RFAC and GCL Global, including its subsidiaries, became wholly-owned subsidiaries of the Company.
The Business Combination was accounted for as a “reverse recapitalization”. Under this method of accounting, RFAC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of GCL Global issuing shares for the net assets of RFAC, accompanied by a recapitalization. The net assets of RFAC are stated at historical costs. No goodwill or other intangible assets are recorded.
Upon closing of the Business Combination, PubCo and its subsidiaries are hereafter referred as the Company.
The accompanying consolidated financial statements reflect the activities of the Company and each of the following subsidiaries as of March 31, 2025:
| Name | Background | Ownership | ||
| GCL Global Limited (“GCL Global”) | ● A Cayman Island Company ● Incorporated on October 12, 2023 ● Holding Company | |||
| RF Acquisition Corp (“RFAC”) | ● A Delaware, US Company ● Incorporated on January 11, 2021 ● Holding Company | |||
| Grand Centrex Limited (“GCL BVI”) | ● A BVI Company ● Incorporated on November 16, 2018 ● Holding Company | |||
| GCL Global Pte. Ltd (“GCL Global SG”) | ● A Singapore Company ● Incorporated on July 26, 2021 ● Holding Company | |||
| Titan Digital Media Pte. Ltd. (“Titan Digital”) (1) | ● A Singapore Company ● Incorporated on January 08, 2018 ● An advertising Company that provides video production, and advertising in social media platform. | |||
| Epicsoft Asia Pte. Ltd (“Epic SG”) | ● A Singapore Company ● Incorporated on September 23, 2014 ● A gaming Company that engage in operation of distribution of console games software, and console game code. | |||
| Epicsoft (Hong Kong) Limited (“Epic HK”) | ● A Hong Kong Company ● Incorporated on April 15, 2005 ● A gaming Company that engage in operation of distribution of console games software, and console game code. | |||
| 4Divinity Pte. Ltd. (“4Divinity SG”) | ● A Singapore Company ● Incorporated on September 30, 2022 ● Publishing of game software | |||
| 4Divinity UK Ltd. (“4Divinity UK”) | ● A United Kingdom Company ● Incorporated on December 4, 2024 ● Publishing of game software | | ||
| Epicsoft Malaysia Sdn. Bhd. (“Epic MY”) | ● A Malaysian Company ● Incorporated on June 26, 2019 ● Distribution of console game software and hardware. |
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GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2Game Digital Limited (“2Game”) (4) | ● A Hong Kong Company ● Incorporated on May 11, 2022 ● Distribution of console game code | |||
| Starlight Games (HK) limited (“Starlight”) (2) | ● A Hong Kong Company ● Incorporated on November 08, 2019 ● Distribution of console game software | |||
| Starry Jewelry Pte. Ltd. (“Starry”) (1) | ● A Singapore Company ● Incorporated on June 16, 2020 ● Retail in jewelry. | |||
| Martiangear Pte. Ltd. (“Martiangear”) (3) | ● A Singapore Company ● Incorporated on September 24, 2020 ● Retail in gaming desk and chair | |||
| Hainan GCL Technology Co. Ltd. (“Hainan GCL”) | ● A PRC Company ● Incorporated on July 26, 2024 ● Distribution of console game code | |||
| 2 Game Pro LTDA (“2Game Brazil) | ● A Brazil Company ● Incorporated on August 25, 2023 ● Distribution of console game code | |||
| 2 Game Digital DMCC (“2Game Dubai”) | ● A Dubai Company ● Incorporated on October 1, 2024 ● Distribution of console game code |
| (1) |
| (2) |
| (3) | On September 4, 2023, Titan Digital acquired
On December 12, 2024, Titan Digital sold all of its equity interest in Martiangear to GCL Global SG for a total consideration of SGD 10. |
| (4) |
F-9
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — Summary of significant accounting policies
Basis of presentation
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include lease liabilities, right-of-use assets, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for credit loss and doubtful accounts, reserve for excess and obsolete inventory, estimates of impairment of long-lived assets and goodwill, valuation allowances for deferred tax assets, other provisions and contingencies, contingent consideration for acquisition, fair value of derivative liability and estimated fair value used in business acquisitions. Actual results could differ from these estimates, and as such, differences may be material to the consolidated financial statements.
Foreign currency translation and transaction
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operation and comprehensive income (loss).
The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiaries in Singapore, Hong Kong, Malaysia, China, Brazil, the United Kingdom, and Dubai conduct their businesses and maintain their books and records in US$, or local currencies of Singapore Dollars (“SGD”), Hong Kong Dollar (“HKD”), Malaysian Ringgit (“MYR”), Chinese Yuan (“RMB”), Brazil Real (“BRL”), and United Arab Emirates Dirham (“AED”) as their respective functional currencies.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of change in shareholders’ equity. Cash flows are also translated at average translation rates for the periods. Therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Exchange rate presented below were quoted by the Federal Reserve of the United States.
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GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Translation of foreign currencies into US$ 1 have been made at the following exchange rates for the respective periods:
| As of and for the years ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Period-end SGD: US$1 exchange rate | ||||||||||||
| Period-end HKD: US$1 exchange rate | ||||||||||||
| Period-end MYR: US$1 exchange rate | ||||||||||||
| Period-end RMB: US$1 exchange rate | ||||||||||||
| Period-end BRL: US$1 exchange rate | ||||||||||||
| Period-end AED: US$1 exchange rate | ||||||||||||
| Period-average SGD: US$1 exchange rate | ||||||||||||
| Period-average HKD: US$1 exchange rate | ||||||||||||
| Period-average MYR: US$1 exchange rate | ||||||||||||
| Period-average RMB: US$1 exchange rate | ||||||||||||
| Period-average BRL: US$1 exchange rate | ||||||||||||
| Period-average AED: US$1 exchange rate | ||||||||||||
Business Combination
The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers and liabilities incurred by the Company and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiaries acquired, the difference is recognized directly in the consolidated statements of operation and comprehensive income (loss). During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operation and comprehensive income (loss).
Non-controlling interests
For the Company’s non-wholly owned subsidiaries, a non-controlling interest is recognized to reflect portion of equity that is not attributable, directly or indirectly, to the Company. The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interests in the Company’s consolidated balance sheets and consolidated statements of operation and comprehensive income (loss). Cash flows related to transactions with non-controlling interests are presented under financing activities in the consolidated statements of cash flows.
Segment reporting
The Company’s Chief
Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and reviews consolidated financial information as
well as segment-level financial results for purposes of evaluating performance and allocating resources. The CODM evaluates segment performance
primarily based on segment profit (loss). Based on qualitative and quantitative criteria established by Accounting Standards Codification
(“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within
Cash and cash equivalents, and restricted cash
Cash is carried at cost and represents cash on hand. Cash equivalents consist of time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. In addition, cash equivalents also consist of funds received from customers, which were held at the third-party platform’s account, and which are unrestricted and immediately available for withdrawal and use.
Restricted cash consists
of fixed deposits being held as collateral to secure the banking facilities. As of March 31, 2025 and 2024, the Company had deposit
amounted to $
F-11
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts receivable, net
Accounts receivable are
recognized and carried at the original invoiced amount less an allowance for credit losses and do not bear interest. Customers who
owed accounts receivables, are granted credit terms based on their credit metrics. The Company measured the credit loss against its
accounts receivable and records the allowance for credit losses as an offset to accounts receivable, and the estimated credit losses
charged to the allowance is classified as “general and administrative” in the consolidated statements of operation and
comprehensive income (loss). The Company assesses collectability by reviewing accounts receivable on a collective basis where
similar characteristics exist, primarily based on similar business line, service or product offerings and on an individual basis
when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the
allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts
receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic
conditions, reasonable and supportable forecast of future economic conditions and other factors that may affect the Company’s
ability to collect from customers. As of March 31, 2025 and 2024, the Company provided allowance for credit loss of $
Inventories, net
Inventories are stated at
the lower of cost or net realizable value. Weighted average method is the inventory valuation method applied to these inventories. Inventories
mainly include physical console game compact disc, gaming hardware and accessories which are purchased from the Company’s suppliers
as merchandized goods. Inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which
equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and
market conditions. When inventories are written down to net realizable value, it is not marked up subsequently based on changes in underlying
facts and circumstances. For the years ended March 31, 2025, 2024 and 2023, $
Other receivables and other current assets, net
Other receivables primarily
include receivables from the marketing expense related in promoting console game that the Company paid on behalf of vendors, and refundable
deposit such as rental deposit. The Company measures credit loss against its other receivables using the current expected credit loss
model under ASC 326. As of March 31, 2025 and 2024, the Company provided allowance for credit loss of $
Prepayments, net
Prepayments are mainly cash
deposited or advanced to suppliers for future inventory purchases. These amounts are refundable if the purchases are not completed and
bear no interest. For any prepayments determined by management that such advances will not be in receipts of inventories, services, or
refundable, the Company will recognize an allowance account to reserve such balances. Management regularly reviews the aging of such balances
and changes in payment and realization trends and records allowances when management believes collection or realization of amounts due
are at risk. Delinquent account balances are written-off against allowance after management has determined that the likelihood of completion
or collection is not probable. As of March 31, 2025 and 2024, the Company provided allowance related to prepayment of $
Property and equipment, net
Property and equipment are
stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives
of the assets with no residual value.
| Expected useful lives | ||
| Office equipment | ||
| Furniture & fitting | ||
| Office and warehouse renovation | Shorter of the lease term or |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operation and comprehensive income (loss). Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
F-12
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Indefinite-lived intangible assets (Console Game Codes)
The Company’s indefinite-lived intangible assets consisted of the console game codes. The console game codes represent sequences of code providing users with access to specific video games. Acquired from vendors in batches, their primary purpose is for resale. Each console game code grants single access right to the user and is individually identified at cost upon purchase from its vendor.
Each console game code is defined as an intangible asset, due to its lack of physical form. The useful life of an intangible asset should be considered indefinite if no legal, regulatory, contractual, competitive, economic, or other factors limit its useful life to the reporting entity in accordance with ASC 350-30-35-4. Consequently, each console game code is recorded at cost on the Company’s consolidated balance sheet and is not subject to amortization. Instead, the cost of each game code will be transferred to cost of goods sold upon the sale of each individual code. Additionally, the remaining balance of the console game codes will continue to generate cash flows from sales activities until the last code is sold, with the total balance and the number of consol game codes decreasing as individual codes are sold.
Impairment testing for indefinite-lived intangible assets is conducted on both an interim and annual basis to assess whether the carrying value of an individual asset exceeds its fair value. When the carrying value exceeds fair value, the carrying amount is reduced to the fair value. The assessment for impairment incorporates a review of external factors, including current market prices for console game codes, market demand trends, and market competition. Additionally, the evaluation considers the long-term viability of the console game codes, factoring in elements such as platform support and the lifespan of the gaming ecosystem in which the console game codes operate.
If the fair market value
of an indefinite-lived intangible asset is determined to be lower than its carrying value at any point during the reporting period, an
impairment loss equal to the difference is recognized in the consolidated statements of operations and comprehensive income (loss). For
the years ended March 31, 2025, 2024, and 2023, impairment losses of $
Definite-lived intangible assets
Definite-lived intangible assets consisted primarily of customer relationships, trademark and license. The estimated useful life and amortization methodology of intangible assets are determined based on the period in which they are expected to contribute directly to cash flows in accordance with ASC Topic 350 “Intangibles — Goodwill and Other”. Intangible assets that are determined to have a definite life are amortized over the life of the asset.
Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based on the amount by which the carrying amount of the assets exceeds its fair value determined by using a discounted cash flow model.
Long-term investments
The Company accounts for equity investments without a readily determinable fair value under ASC 321, Investments - Equity Securities. Such investments are initially measured at cost and subsequently adjusted for observable price changes and impairments, if applicable. Impairment assessments are conducted at each reporting date, and any impairment losses are recognized in the consolidated statement of operations and comprehensive income (loss). Equity investments are evaluated to determine whether they meet the definition of in-substance common stock under ASC 323, Investments - Equity Method and Joint Ventures. Investments that fail to meet this definition are not accounted for under the equity method. Instead, they are classified and measured in accordance with ASC 321.
Goodwill
Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, or more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive income (loss). Impairment losses on goodwill are not reversed.
F-13
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. Management has determined that the Company has two reporting units within the entity at which goodwill is monitored for internal management purposes.
The table below summarizes the changes in the carrying amount of goodwill for each reporting unit:
| Console Game | Publishing | Media Advertising service | Others | Total | ||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||
| Acquired goodwill | ||||||||||||||||||||
| Balance at March 31, 2023 | ||||||||||||||||||||
| Acquired goodwill | ||||||||||||||||||||
| Impairments | ||||||||||||||||||||
| Balance at March 31, 2024 | ||||||||||||||||||||
| Acquired goodwill | ||||||||||||||||||||
| Impairments | ||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
An entity performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. However, this ASU eliminates the requirement to perform a qualitative assessment for any reporting unit with zero or negative carrying amount.
For the year ended March
31, 2024, management evaluated the recoverability of goodwill by comparing the fair value of a reporting unit with its carrying amount.
The Company had engaged with a third-party appraiser in assessing the fair value of the game distribution reporting unit by applying income
approach which considers the present value of the game distribution reporting unit’s future after-tax cash flows, discounting them
to present value using a
For the years ended March 31, 2025 and March 31, 2023, management evaluated impairment of goodwill by performing qualitative assessment on its reporting units and determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, and therefore, no impairment loss on goodwill was recognized for the years ended March 31, 2025 and 2023.
Impairment for long-lived assets
In accordance with ASC 360-10, long-lived assets, including property and equipment with finite lives, are reviewed for impairment loss whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the assets. If an impairment loss is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach, or, when available and appropriate, comparable market values. As of March 31, 2025 and 2024, no impairment of long-lived assets was recognized.
F-14
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative asset
In connection with the share
sale and purchase Agreement (“2Game SPA”) executed on March 19, 2025 between the Company and 2Game’s minority shareholders,
for the acquisition of an additional
Contingent consideration for acquisitions
In connection with the business combination set forth in Note 4, the Company recognized contingent consideration for acquisition upon completion of the business combination in accordance with ASC 805-10-55-28. The Company determined the fair value of the contingent consideration for acquisition as the Company has the obligation to pay cash or issuing shares to settle the contingent consideration upon 2Game’s achievement of certain performance milestones.
In accordance with ASC 815-40 “Derivatives and Hedging”, the Company determined that the contingent consideration for acquisition should classified as a liability as it does not consider indexed to the Company’s stock. As a result, the contingent consideration for acquisition shall be measured initially, and subsequently at fair value on each reporting date. The Company will continue to adjust the carrying value of the contingent consideration for acquisitions until contingency is finally determined. Any changes in fair value will be recorded as a gain or loss in the statements of operations and comprehensive income (loss).
Contingent consideration for acquisition was valued at the time of acquisitions and each of the financial statement date, using unobservable inputs and discounted cash flow methodology. The determination of the fair value is based on discounted cash flows, the key assumptions include the probability of meeting each performance target and the discount factor.
Convertible notes and derivative liabilities
The Company accounts for convertible notes in accordance with ASC 470, Debt, and ASC 815, Derivatives and Hedging. Convertible notes that contain embedded features—such as conversion rights, bonus shares, top-up shares, or other contingent settlement provisions—are evaluated to determine whether the features require bifurcation and separate accounting. If the embedded features do not meet the criteria for separate accounting but result in the instrument being accounted for as a hybrid financial instrument, the Company applies the fair value option and measures the entire convertible note at fair value, with changes in fair value recognized as a gain or loss in the consolidated statements of operations and comprehensive income (loss) until conversion.
Embedded features that are not clearly and closely related to the host instrument and do not qualify for equity classification are accounted for as derivative liabilities. These derivative liabilities are measured at fair value upon initial recognition and remeasured at each reporting date, with changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss) until the instruments are settled.
Ordinary shares subject to possible redemption
The Company accounts for
its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities
from Equity”, where equity interests are determined to be conditionally redeemable upon the occurrence of certain events that are
not solely within the control of the Group, and upon such event, the shares would become redeemable at the option of the holders, they
are classified as mezzanine equity (temporary equity). As of March 31, 2025 and 2024, ordinary shares subject to possible redemption
were and
F-15
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment.
Upon completion of the Business
Combination, all of RFAC’s public and private placement warrants remain outstanding were replaced by the Company’s public
and private placement warrants. The Company treated such warrants replacement as a warrant modification and recognized incremental fair
value of $
Revenue recognition
The Company follows the revenue accounting requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Accounting Standards Codification (“ASC”) 606”). The core principle underlying the revenue recognition of this ASU allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company recognizes a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and collectability is probable.
Revenue recognition policies for each type of revenue stream are as follows:
| (1) | Revenue from sales of console game, gaming hardware, and accessories |
The Company generates revenue from distributing gaming content that are compatible with major gaming consoles such as Sony PlayStation, Microsoft Xbox, and personal computers (“PC”) to retailers. Additionally, the Company is involved in the sale of gaming hardware and accessories, primarily consisting of controllers, adapters, headsets, gaming desks and chairs, etc.
F-16
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company recognized the revenue from sales of console game, gaming hardware, and accessories at a point in time when control of the product is passed to the retailers, generally after the retailers pick up the products or the Company delivers the products to the retailers’ appointed forwarding agent, which is the point in time that the retailers are able to direct the use of and obtain substantially all of the economic benefit of the goods. The transfer of control typically occurs at a point in time based on consideration of when the retailers have the obligation to pay for the goods, and physical possession of, legal title to, and the risks and rewards of ownership of the goods has been transferred, and the retailers have accepted the goods. Revenue is recognized net of estimates of variable consideration, including product returns, and customer discounts. Historically, the product return was immaterial.
The Company determined that the shipping and handling activities are performed before the customer obtains control of the good. The Company elects to account for shipping and handling as activities to fulfill the promise to transfer the good, and accrue the related shipping cost.
Cost of revenue from sales of console game, gaming hardware, and accessories consist of cost of purchase of console game compact discs, gaming hardware and accessories from vendors.
| (2) | Revenue from sales of console game code |
The Company derives its revenue from the sale of console game codes through the following settlement arrangement: (1) fixed price settlement with sales price being predetermined in the contract, and (2) variable price settlement with sales price being variable and to be settled based on retailer’s monthly sales.
The Company recognized the revenue from sales of console game code at a point in time when control of the goods is passed to retailers or end users, generally after the console game code was E-delivered to the retailers or end users, which is the point in time that the customers are able to direct the use of and obtain substantially all of the economic benefit of the goods. The transfer of control typically occurs at a point in time based on consideration of when the retailers or end users have an obligation to pay for the goods, and physical possession of, legal title to, and the risks and rewards of ownership of the goods has been transferred, and the retailers or end users has accepted the goods.
For settlement arrangement under the fixed price settlement, the transaction price is generally fixed and does not contain any variable considerations such as sales returns, discounts, or rebates, as the Company settles the sales with customers on a sales contract basis.
For settlement arrangement under the variable price settlement, the transaction price is subject to variation and is determined based on the retailer’s monthly sales. The pricing for individual game codes is calculated by considering their wholesale price and the quantity sold. Additionally, a proportionate adjustment is made based on the total sales of each specific game code. As a result, the consideration received from retailer can fluctuate, making it a variable component of the overall consideration.
The Company accounts for revenue from sales of console game code under both settlement arrangements as mentioned above on a gross basis as the Company is acting as a principal in these transactions and is responsible for fulfilling the promise to provide specified goods, of which the Company has control and has the ability to direct the use to obtain substantially all the benefits.
In making this determination, the Company assesses whether it is responsible to fulfil the performance obligation in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases the consoled game code from the vendors prior to posting any sale to retailers or end users. Meanwhile, the Company maintained the console game code electronically which demonstrates that Company has control over the goods and is subject to inventory risk. Furthermore, the Company has discretion in establishing the price of the goods which has demonstrated that the Company has the ability to direct the use of the goods and obtain substantially all of the benefits.
F-17
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cost of revenue from sales of console game code consist of cost of console game codes purchased from vendors.
| (3) | Revenue from game publishing |
The Company generates its revenue from game publishing by providing a non-exclusive license to reproduce, publicly display and perform, transmit, sell, license and otherwise distribute the PC games in object code form (“console game code”) to gaming platforms such as Sony’s PlayStation Network, Valve’s Steam, and Microsoft’s Xbox for distribution. In these sales arrangements, the gaming platforms are considered as the Company’s customers.
The Company recognizes revenue from game publishing at the point in time when control of the console game code is transferred to the Gaming Platform, which specifically occurs when the console game code is activated. Since the transaction price for publishing varies and is determined based on a predetermined rate applied to the Gaming Platform’s monthly sales, the Company recognizes revenue based on the consideration expected to be received from the Gaming Platform.
The Company accounts for revenue from game publishing on a gross basis as the Company is acting as a principal who is primarily responsible for fulfilling the promise to publishing the game on the Gaming platform.
Cost of revenue from game publishing consist of game developing cost from developers.
| (4) | Video marketing campaign services |
The Company provides video marketing campaign services, which include video production, content alteration based on the customer’s specifications, and video publishing on designated influencers’ social media platforms. The Company identifies video marketing campaign services as a single performance obligation because the services in the contract cannot be distinct.
The customer cannot simultaneously receive and consume the benefits provided by the Company throughout the performance obligation process, and the customer does not have control on the video content as it is produced. Therefore, none of the criteria of ASC 606-10-25-27 is met, and the Company recognizes revenue from video marketing campaign services at a point in time when the customer takes control of the video. The transfer of control typically occurs when customers are able to direct the use of and obtain substantially all of the economic benefits of the video, which happens when the video production is completed and accepted by the customer.
Cost of revenue from video marketing campaign service consist of video production related cost such as labor and production supplies.
| (5) | Social media advertising |
The Company generates revenue from social media advertising by monetizing video content on social media platforms by allowing advertisement to be displayed within the Company’s video posting during the playback process.
Revenue from social media advertising is recognized by the Company when it fulfills its performance obligation at a point in time, which occurs when the Company grant the right to use of the license of the video content to the social media platform, and when the social media platform can derive substantial economic benefit from monetizing the video content. The revenue generated is contingent on a profit- sharing arrangement with the social media platform and is assessed based on multiple factors. These factors include viewer engagement, viewer location, the type of advertisements, the number of advertisements engaged with, and more. The transaction price will be entitled to be received by the Company upon monthly settlement with the social media platform. Consequently, the Company has determined that revenue from social media advertising is recognized at a point in time when it is probable that a significant reversal of the revenue recognized will not occur.
Cost of revenue from social media marketing service consist of video production related cost such as labor and production supplies.
F-18
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has elected to apply the practical expedient to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less. As of March 31, 2025, 2024 and 2023, the Company did not incur any incremental costs to obtain contract.
As of March 31, 2025 and 2024, the Company did not have any contract assets.
The Company recognized advance
payments from its customer prior to revenue recognition as contract liability until the revenue recognition performance obligations are
met. As of March 31, 2025 and 2024, the contract liabilities amounted to $
Disaggregated information of revenues by products/services are as follows:
For the Years Ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Console game | $ | $ | $ | |||||||||
| Console game code | ||||||||||||
| Console game– subtotal | ||||||||||||
| Game publishing | ||||||||||||
| Video marketing campaign services | ||||||||||||
| Social media advertising services | ||||||||||||
| Media advertising services- subtotal | ||||||||||||
| Other revenue | ||||||||||||
| Total revenues | $ | $ | $ | |||||||||
Warranty
The Company generally provides limited warranties for its products sold. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at time of delivery and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or the Company’s best estimate. As the historical claim rates of warranty were immaterial, the Company did not accrue warranty reserves as of March 31, 2025 and 2024.
Advertisement expense
Advertising is mainly through
online and offline promotion activities. Advertisement expenses amounted to $
Deferred merger costs
Deferred merger costs consist primarily of expenses paid to attorneys, underwriters, and others direct costs related to the Merger. Should the Merger prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to expenses.
F-19
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Defined contribution plan
Full-time employees of the
Company are entitled to government-mandated defined contribution plan. The Company is required to accrue and pay for these benefits based
on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government
regulations, and make cash contributions to the government-mandated defined contribution plan. Total expenses for the plans were $
The related contribution plans include:
Singapore subsidiaries
| — | Central Provident Fund (“CPF”) — |
| — | Skill Development Levy (“SDL”) — up to |
Malaysian subsidiary
| — | Social Security Organization (“SOSCO”) — |
| — | Employees Provident Fund (“EPF”) — |
| — | Employment Insurance System (“EIS”) — |
Hong Kong subsidiaries
| — | Mandatory Provident Fund (“MPF”) — |
Brazil subsidiary
| — | Employees’ Severance Indemnity Fund (“FGTS”) — |
| — | Social Security Contribution (“INSS”) — up to |
United Kingdom subsidiary
| — | National Insurance Contribution (“NIC”) — up to |
| — | Workplace Pension — minimum |
Dubai subsidiary
| — | General Pension and Social Security Authority (“GPSSA”) — |
People of republic of China (“PRC”) subsidiary
| — | Social Security and Housing Provident Fund Contributions — Employers are required to contribute to five statutory social insurance programs (pension, medical, unemployment, maternity, and work-related injury) and the housing provident fund. The total employer contribution rate typically ranges from approximately |
F-20
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goods and Services Taxes (“GST”) and Value Added Taxes (“VAT”)
Revenue represents the invoiced
value of service, net of applicable GST or VAT. The GST is chargeable on gross sales price. In Singapore, GST rate is
Income taxes
The Company accounts for income taxes in accordance with ASC 740, Income tax. The charge for taxation is based on the results for the fiscal year and adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date
Deferred tax is calculated using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is more likely than not that taxable income will be utilized with prior net operating loss carried forwards using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be utilized. Current income taxes are provided for in accordance with the laws of the relevant tax authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest were incurred related to underpayment of income tax for the years ended March 31, 2025, 2024, and 2023.
The Company recognizes interest and penalties related to unrecognized tax benefits, if any, on the other expense line in the accompanying consolidated statement of income. Accrued interest and penalties are included on the other payables and accrued liabilities line in the consolidated balance sheets.
The Company conducts a significant portion of its business activities in Singapore, Malaysia, Hong Kong, and the People’s Republic of China (“PRC”) and is subject to taxation in these jurisdictions. As a result of these activities, the Company’s subsidiaries file separate tax returns that are subject to examination by the respective foreign tax authorities. As of March 31, 2025, the tax returns for the Company’s Singapore entities for the years 2022 through 2025 remain open for statutory examination by the Singapore tax authorities. Similarly, the tax returns for the Company’s Hong Kong entities for the years 2020 through 2025 remain open for examination by the Hong Kong tax authorities. The tax returns for the Company’s Malaysia entity for the years 2021 through 2025 also remain open for examination by the Malaysian tax authorities. In addition, the tax return for the Company’s PRC entity for the year 2024 remains open for statutory examination by the PRC tax authorities.
Debt Issuance Costs
The Company incurred debt issuance costs in connection with the issuance of convertible notes described in Note 15. As the Company has elected to account for the convertible notes at fair value under the fair value option, all related debt issuance costs are expensed immediately in the period incurred.
F-21
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comprehensive income (loss)
Comprehensive income (loss) consists of two components, namely net income and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) includes items such as results of foreign currency translation adjustment.
Earnings (loss) per share
The Company computes earnings
or loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present
basic and diluted EPS. Basic EPS is measured as net income attributable to the Company divided by the weighted average ordinary share
outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible
securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.
Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are
excluded from the calculation of diluted EPS. For the year ended March 31, 2025, 2024, and 2023, the Company had the
Fair value measurements
Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The fair value for certain assets and liabilities such as cash and restricted cash, accounts receivable, net, amount due from related parties, other receivables and other current assets, prepayments, banking facilities, accounts payable, contract liabilities, amount due to related parties, other payables and accrued liabilities, and tax payables have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its long-term bank facilities approximate the fair value based on current yields for debt instruments with similar terms.
The following table sets forth by level within the fair value hierarchy our financial asset and liability that were accounted for at fair value on a recurring basis As of March 31, 2025 and 2024:
| Carrying Value at March 31, |
Fair Value Measurement at March 31, 2025 |
|||||||||||||||
| 2025 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative asset attributable to Buy-Back Feature embedded in 2Game SPA | $ | $ | $ | $ | ||||||||||||
| Contingent consideration for acquisition of 2Game | $ | $ | $ | $ | ||||||||||||
| Derivative liabilities (Top-Up Shares) | $ | $ | $ | $ | ||||||||||||
F-22
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Carrying Value at March 31, | Fair Value Measurement at March 31, 2024 | |||||||||||||||
| 2024 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Contingent consideration for acquisition of 2Games | $ | $ | $ | $ | ||||||||||||
The following is a reconciliation of the beginning and ending balance of the financial assets and liability measured at fair value on a recurring basis for the years ended March 31, 2025, 2024, and 2023:
| Derivative Asset | ||||
| Initial fair value of derivative assets attributable to Buy-Back Feature embedded in 2Game SPA | $ | |||
| Change in fair value of derivative asset | ||||
| Ending balance As of March 31, 2025 | $ | |||
| Contingent consideration for acquisition | ||||
| Beginning balance | $ | |||
| Change in fair value of contingent consideration for acquisition | ||||
| Ending balance as of March 31, 2023 | $ | |||
| Payment of cash and share consideration | ( | ) | ||
| Change in fair value of contingent consideration for acquisition | ||||
| Exchange rate difference | ( | ) | ||
| Ending balance as of March 31, 2024 | ||||
| Payments of cash and share consideration | ( | ) | ||
| Change in fair value of contingent consideration for acquisition | ||||
| Exchange rate difference | ( | ) | ||
| Ending balance as of March 31, 2025 | $ | |||
| Convertible notes | ||||
| Initial fair value of convertible notes | $ | |||
| Conversion of the convertible notes | ( | ) | ||
| Change in fair value of convertible notes upon conversion of the convertible notes | ( | ) | ||
| Fair value allocated to Top-Up Shares upon conversion of the convertible notes | ( | ) | ||
| Ending balance as of March 31, 2025 | $ |
| Derivative liabilities (Top-Up Shares) | ||||
| Fair value allocated to Top-Up Shares upon conversion of the convertible notes | $ | |||
| Change in fair value of derivative liability | ||||
| Ending balance as of March 31, 2025 | $ | |||
F-23
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leases
The Company accounts for leases in accordance with ASU 2016-02, “Leases” (Topic 842).
If any of the following criteria are met, the Company classifies the lease as a finance lease:
| ● | The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; |
| ● | The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; |
| ● | The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset; |
| ● | The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or |
| ● | The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company combines lease and non-lease components in its contracts under Topic 842, when permissible.
Finance and operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its finance or operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee.
The finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on straight-line basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. For the years ended March 31, 2025, 2024, and 2023, the Company did not recognize impairment loss on its finance and operating lease ROU assets.
F-24
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Related parties
The Company identifies related parties, accounts for and discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.
Corporations or individual parties are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operating decisions. Entities are also considered to be related if they are subject to common control or common significant influence.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Commitments and contingencies
The Company adheres to ASC 450, “Contingencies” for the recognition, measurement, and disclosure of commitments and contingencies. Contingencies, representing uncertainties related to potential liabilities or gains stemming from past events, are evaluated based on available information, legal counsel advice, and historical experience. The Company records accruals for losses when it is probable and reasonably estimable.
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
New Accounting Standards That Have Been Adopted:
On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC 280, Segment Reporting(“ASC 280”) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. The Company adopted ASU 2023-07 on April 1, 2024, and retrospectively apply to all periods presented in the consolidated financial statement. The adoption of this ASU did not have a material impact on the consolidated financial statements and related disclosures.
F-25
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
New Accounting Standards That Have Not Yet Been Adopted:
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods; early adoption is permitted. Adoption is either with a prospective method or a fully retrospective method of transition. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the accounting guidance for induced conversions of convertible debt. The amendments clarify that, to account for a settlement as an induced conversion, an inducement offer must provide at least the consideration (in form and amount) issuable under the original conversion terms, even for instruments with cash conversion features. The amendments also clarify that the guidance applies to instruments not currently convertible, provided they had a substantive conversion feature at issuance and at the time of the inducement offer. The amendments aim to improve the relevance and consistency in application of the induced conversion guidance and are effective for annual periods beginning after December 15, 2025, with early adoption permitted for entities that have adopted ASU 2020-06. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures.
On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive income (loss) and statements of cash flow.
Note 3 – Reverse recapitalization
On February 13, 2025 (the “Closing Date”), the Company consummated the transactions contemplated by that certain agreement and plan of merger dated October 18, 2023 (as amended on December 1, 2023, December 15, 2023, January 31, 2024, and September 30, 2024, the “Merger Agreement”), entered by and among (i) the Company, (ii) RFAC, (iii) GCL BVI, (iv) GCL Global, and, (v) Sponsor. Pursuant to the Merger Agreement, the Company formed two wholly-owned subsidiaries for the purpose of participating in the contemplated transactions: (i) a Cayman Islands exempted company limited by shares (“Merger Sub 1”), and (ii) a Delaware corporation (“Merger Sub 2”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement. On the Closing Date, pursuant to the Merger Agreement: (a) Merger Sub 1 merged with and into GCL Global, with GCL Global continuing as the surviving entity in the merger (the “Initial Merger”), as a result of which: (i) GCL Global became a wholly-owned subsidiary of the Company and (ii) each issued and outstanding security of GCL Global immediately prior to the consummation of the Merger was no longer outstanding and automatically cancelled, in exchange for the right of the holder thereof to receive such number of newly issued shares of the Company specified below; and (b) Merger Sub 2 merged with and into RFAC, with RFAC surviving such merger as a wholly owned subsidiary of the Company (the “SPAC Merger” and together with the Initial Merger, the “Mergers”, and together the other transactions and ancillary agreements contemplated by the Merger Agreement and the Ancillary Agreements (as defined below), the “Business Combination” or “Transactions”). As a result of the Transactions, RFAC and GCL Global each became a wholly-owned subsidiary of the Company.
F-26
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Upon the consummation of the Business Combination, the following transaction (“collectively, the “Transaction”) were completed, based on the Company’s capitalization as of February 13, 2025:
| ● | Each ordinary share of GCL Global
issued and outstanding immediately prior to the Initial Merger Effective Time (other than any treasury shares or Dissenting Shares), was
automatically cancelled and ceased to exist in exchange for the right to receive, such number of newly issued ordinary shares of PubCo,
par value $ |
| ● | Each share of RFAC common stock, including RFAC Class A Common Stock and RFAC Class B Common Stock, issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) was automatically cancelled and ceased to exist and, for each share of RFAC common stock, the Company issued to each RFAC shareholder (other than RFAC shareholders who exercised their redemption rights in connection with the Business Combination) |
| ● | Each RFAC warrant issued and outstanding immediately prior to effective time of the Business Combination converted into a Company warrant to purchase |
| ● | Every 10 RFAC Rights issued and outstanding immediately prior to the effective time of the Business Combination converted into |
| ● |
The following table presents the number of the Company’s ordinary shares issued and outstanding immediately following the Reverse Recapitalization:
| Ordinary Share | ||||
| RFAC’s common stock outstanding prior to Reverse Recapitalization | ||||
| Ordinary shares issued at the Closing as an incentive to certain investors designated by RFAC Sponsor in connection with Transaction Financing | ||||
| Conversion of GCL Global’s ordinary shares | ||||
| Minus ordinary share placed in escrow: | ||||
| Bonus Shares in connection with convertible note (See Note 15) | ( | ) | ||
| Issuance of ordinary shares in connection with long-term investment in Nekcom Inc. (“Nekcom”) (See Note 5) | ( | ) | ||
| Rounding | ( | ) | ||
| Total ordinary share issued and outstanding | ||||
F-27
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
GCL Global was determined to be the accounting acquirer given GGL Global effectively controlled the combined entity after the SPAC Transaction. The transaction is not a business combination because RFAC was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by GCL Global for the net monetary assets of RFAC, accompanied by a recapitalization. GCL Global is determined as the accounting acquirer and the historical financial statements of GCL Global became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The net assets of RFAC were recognized as of the closing date at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of GCL Global and GCL Global’s operations are the only ongoing operations of GCL.
In
connection with the Reverse Recapitalization, the Company raised approximately $
The following table reconciles the elements of the Reverse Recapitalization to the consolidated statements of cash flows, changes in shareholders’ equity, and net deficit of RFAC as of the closing date.
At
Closing date February 13, | ||||
| Funds held in RFAC’s trust account | $ | |||
| Funds held in RFAC’s operating cash account | ||||
| Proceeds from the Reverse Recapitalization | ||||
| Less: non-cash net deficit assumed from RFAC | ( | ) | ||
| Net deficit from issuance of ordinary shares upon the Reverse Recapitalization | $ | ( | ) | |
Note 4 — Business Combination
— Acquisition of Starry
On April 12, 2023, the
Company, through its subsidiary, Titan Digital, entered into a sale and purchase agreements (“SPA1”) with Debbie Soon Rui
Yi (“Debbie”), a related party who is the spouse of Jianhao Tan, the CEO of Titan Digital, to acquire
The Company’s acquisition of Starry was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Starry based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the FASB using the fair value approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date. Acquisition-related costs incurred for the acquisitions were not material and were expensed as incurred in general and administrative expenses.
F-28
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Based on assessments using
the income test, asset test, and investment test pursuant to S-X Rule 3-05, the Company concluded that the acquisition of Starry
was not significant. Pursuant to ASC 805-10-50-2 (h). the unaudited pro forma information of the Company for the years ended March 31,
2024, and 2023 set forth below gives effect to the business combination as if it had occurred on April 1, 2022 and combines the results
of operations of the Company since then. The unaudited pro forma information is presented after applying the Company’s accounting
policies and elimination intra-entity transactions, as applicable.
| For the year ended March 31, | For the year ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Unaudited pro forma revenue | $ | $ | ||||||
| Unaudited pro forma net income | $ | ( | ) | $ | ||||
The following tables summarizes the consideration transferred to acquiring starry at the date of acquisition:
| Share issuance* | $ | |||
| Total consideration at fair value | $ |
| * |
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Starry:
| Fair value as of acquisition date | ||||
| Total consideration | $ | |||
| Less: net assets of Starry: | ||||
| Cash | ||||
| Inventory | ||||
| Prepaid expense | ||||
| Deposit Paid | ||||
| Intangible asset | ||||
| Total assets | ||||
| Accounts payable | ( | ) | ||
| Other payable | ( | ) | ||
| Deferred tax liability | ( | ) | ||
| Total liabilities | ( | ) | ||
| Total net assets of Starry | ||||
| Goodwill | $ | |||
The purchase price was allocated
to the identifiable intangible assets acquired and liabilities assumed based on their acquisition date estimated fair values. The identifiable
intangible assets principally included licenses, with estimated useful lives of
The Company, with the assistance
of a third-party appraiser, assessed the fair value of the
F-29
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of the licenses was estimated using a relief-from-royalty method. This method calculates fair value by assuming that if the license were to be acquired from a third-party owner, a royalty rate on revenue would be charged for the privilege of using the asset. Therefore, the fair value of the licenses represents the present value of the after-tax royalties saved as a result of owning the legal right to utilize the licenses.
The goodwill, which is not deductible for income tax purposes, is primarily attributed to the enhanced brand recognition expected from integrating Starry’s operations. The acquisition of Starry is strategically aimed at leveraging its expertise in jewelry and accessories retail. By collaborating with Starry, the Company plans to create unique, game character-inspired jewelry and accessories. This collaboration will not only promote and market certain games but also expand the Company’s customer base. The synergy between the gaming operations and the jewelry business is expected to increase brand visibility and appeal to a broader demographic, thereby enhancing brand recognition.
— Acquisition of Martiangear
On July 25, 2023, the
Company through its subsidiary, Titan Digital, entered into a sale and purchase agreements (“SPA2”) with two third-parties
(“Vendors”) to acquire
| ● | Tranche 1 — |
| ● | Tranche 2 — An aggregate total of $ |
As
of the date of the issuance of these financial statements, the Company had issued
The Company’s acquisition of Martiangear was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Martiangear based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the FASB using the fair value approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date. Acquisition-related costs incurred for the acquisitions were not material and were expensed as incurred in general and administrative expenses.
F-30
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Based on assessments using
the income test, asset test, and investment test pursuant to S-X Rule 3-05, the Company concluded that the acquisition of Martiangear
was not significant. Pursuant to ASC 805-10-50-2 (h), the unaudited pro forma information of the Company for the years ended March 31,
2024, and 2023 set forth below gives effect to the business combination as if it had occurred on April 1, 2022 and combines the results
of operations of the Company since then. The unaudited pro forma information is presented after applying the Company’s accounting
policies and elimination intra-entity transactions, as applicable.
| For the Year ended March 31, | For the Year ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Unaudited pro forma revenue | $ | $ | ||||||
| Unaudited pro forma net income | $ | ( | ) | $ | ||||
The following tables summarizes the consideration transferred to acquired Martiangear at the date of acquisition:
| Share issuance* | $ | |||
| Cash consideration | ||||
| Total consideration at fair value | $ |
| * |
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Martiangear:
| Fair value as of acquisition date |
||||
| Total consideration | ||||
| Less: net assets of Martiangear: | ||||
| Cash | ||||
| Accounts receivable | ||||
| Inventory | ||||
| Intangible asset | ||||
| Total assets | ||||
| Accounts payable | ( |
) | ||
| Deferred tax liability | ( |
) | ||
| Total liabilities | ( |
) | ||
| Total net assets of Martiangear | ||||
| Goodwill | $ | |||
F-31
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The purchase price was allocated
to the identifiable intangible assets acquired and liabilities assumed based on their acquisition date estimated fair values. The identifiable
intangible assets principally included trademark and license, with estimated useful lives of
The Company, with the assistance
of a third-party appraiser, assessed the fair value of the
The fair value of the licenses and trademarks was estimated using a relief-from-royalty method. This method calculates fair value by assuming that if the licenses and trademarks were to be acquired from third-party owners, a royalty rate on revenue would be charged for the privilege of using the assets. Consequently, the fair value of the licenses and trademarks represents the present value of the after-tax royalties saved as a result of owning the legal right to utilize them.
The goodwill is not deductible for income tax purposes and is related primarily to the expected synergies from combining the operations into the Company’s business operation in console game.
— Acquisition of 2Game
On July 31, 2022, the
Company, through its
| ● | Tranche 1 — A cash consideration of $ | |
| ● | Tranche 2 — A consideration of $ | |
| ● | Tranche 3 — A consideration of $ | |
| ● | Tranche 4 — A consideration of $ | |
| ● | Tranche 5 — A consideration of $ |
Under Tranche 3 to 5, in the event that either one or both the gross revenue and NPAT are below the gross revenue target and NPAT target, the consideration shares shall be reduced on a pro rata basis.
Additionally, in the event of 2Game’s net profit after tax (“NPAT”) is in excess of the NPAT target set out in financial performance milestones, the above mentioned third parties shall be entitled to the additional cash and shares consideration (“Outperformance Consideration”).
On October 17, 2023, the Company, through a contract addendum, changed the consideration payment schedule to the following:
| ● | Tranche 2 — A consideration of $ | |
| ● | Tranche 4 — A consideration of $ | |
| ● | Tranche 5 — A consideration of $ |
On December 29, 2024, the Company, through another addendum, changed the consideration payment schedule.
| ● | Tranche 2 — A consideration of $ |
F-32
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of the date of issuance of these consolidated financial statements, the Company has achieved or partially achieved the milestones associated with Tranches 1 through 5. The corresponding cash or share consideration for Tranches 1 through 4 has been fully settled, while the consideration for Tranche 5 remains outstanding.
The Company’s acquisition of 2Game was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of 2Game based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the FASB using the fair value approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expenses.
The Company concluded that the acquisition of
2Game was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant
to ASC 805-10-50-2 (h). the unaudited pro forma information of the Company for the year ended March 31, 2023 set forth below gives effect
to the business combination as if it had occurred on April 1, 2022 and combines the results of operations of the Company since then. The
unaudited pro forma information is presented after applying the Company’s accounting policies and elimination intra-entity transactions,
as applicable.
| For the Year ended March 31, | For the Year ended March 31, | |||||||
| 2023 | 2022 | |||||||
| Unaudited pro forma revenue | $ | $ | ||||||
| Unaudited pro forma net income | $ | $ | ||||||
| Cash | $ | |||
| *Contingent consideration for acquisition | ||||
| Total consideration at fair value | $ |
| * |
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of 2Game:
| Fair value as of acquisition date | ||||
| Total consideration | $ | |||
| Non-controlling interest | ||||
| Less: net assets of 2Game: | ||||
| Cash | ||||
| Prepayments | ||||
| Intangible assets | ||||
| Total assets | ||||
| Accounts payable | ( | ) | ||
| Deferred tax liability | ( | ) | ||
| Total liabilities | ( | ) | ||
| Total net assets of 2Game | ||||
| Goodwill | $ | |||
F-33
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The purchase price was allocated to the identifiable
intangible assets acquired and liabilities assumed based on their acquisition date estimated fair values. The identifiable intangible
assets principally included customer relationships, with estimated useful lives of
The Company, with the assistance
of a third-party appraiser, assessed the fair value of the
The fair value of the non-controlling interest in 2Game’s was measured based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Key assumption includes adjustments because of the lack of control that market participants would consider when estimating the fair value of the noncontrolling interest in 2Game.
The fair value of client relationships was estimated using a multi-period excess earnings method. To calculate fair value, the Company estimated the attribution rate and used cash flows discounted at a rate considered appropriate given the inherent risks associated with each client grouping.
The goodwill is not deductible for income tax purposes and is related primarily to the expected synergies from combining the operations into the Company’s business operation in console game.
Note 5 — Long-term investments
As of March 31, 2025 and 2024, Long-term investments comprised of the following:
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Investment in Nekcom | $ | $ | ||||||
| Investment in Cloudshelf Limited | ||||||||
| Total | $ | $ | ||||||
Investment in Nekcom
On November 20, 2024 (“Acquisition
Date”) , the Company, Nekcom and certain significant shareholders of Nekcom entered into a Series B Preferred Stock Purchase Agreement
(the “Nekcom SPA”) pursuant to which the Company has agreed to purchase
In connection with the
Nekcom SPA and the related publishing agreement (“Publishing Agreement”), the Company agreed to provide a minimum guarantee
of $
If either (i) Full Recoupment is not achieved within twelve (12) months following the commercial launch of the game, or (ii) the game is not commercially launched on or before December 31, 2026, the Nekcom Consideration Shares and the Nekcom Additional Consideration Shares held in escrow may be subject to forfeiture and return, at the discretion of the Company.
The Publishing Agreement grants the Company exclusive rights to publish, market, and distribute the game globally, except for certain excluded territories and platforms. Revenues under the Publishing Agreement are determined based on a defined net revenue measure, which generally represents gross revenues generated from the exploitation of the game, net of applicable platform fees, taxes, refunds, and other agreed deductions. The Company is entitled to recover the Minimum Guarantee from such net revenues, and revenue sharing between the Company and Nekcom commences only after the Minimum Guarantee has been fully recouped by the Company.
F-34
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the Nekcom SPA,
As of March 31, 2025, the
Company had remitted $
As of March 31, 2025
and through the date of the issuance of the consolidated financial statements, the VWAP of the Consideration Shares was below $
The Company’s investment
in Nekcom’s Series B Preferred Shares are classified as equity securities but do not meet the criteria to be considered in-substance
common stock under ASC 323-10-15-13. In making this determination, the Company considered the rights and preferences of the Series B
Preferred Shares relative to Nekcom’s common stock. Nekcom’s Series B Preferred Shares include (i) a substantive liquidation
preference that provides priority over common shareholders, (ii) preferential dividend rights that provide a return structure different
from common equity, and (iii) participation in residual returns only upon conversion into common stock. As a result, the Series B Preferred
Shares do not possess risks and rewards that are substantially similar to those of common stock. Consequently, the Nekcom investment
is not accounted for under the equity method. As a result, the investment Nekcom’s Series B Preferred Shares does not qualify for
equity method accounting under ASC 323 and is instead accounted for under ASC 321 as an equity investment to measure it at cost, with
subsequent remeasurement to fair value only upon impairment or when there are observable prince changes in orderly transactions for identical
or similarly investments. As of the acquisition date, the $
Investment in Cloudshelf Limited (“Cloudshelf”)
On November 8, 2022, the Company
entered into a subscription and shareholders agreement with Cloudshelf, a private limited company incorporated in England and Wales. Pursuant
to the agreement, the Company subscribed for ordinary shares in Cloudshelf for a total consideration of $
As the Company does not have significant influence over Cloudshelf, the investment is accounted for in accordance with ASC 321, The investment is measured at cost, with subsequent remeasurement to fair value only upon impairment or when there are observable prince changes in orderly transactions for identical or similarly investments. As of March 31, 2025, no impairment indicators were identified, and no loss was recorded.
Note 6 — Accounts receivable, net
As of March 31, 2025 and 2024, accounts receivables comprised of the following:
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Receivables from console game and console game code | $ | $ | ||||||
| Receivables from game publishing | ||||||||
| Receivables from advertising service | ||||||||
| Less: Allowance for credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
F-35
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Movement of credit loss for the years ended March 31, 2025, 2024, and 2023 are as follows:
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||||||
| Beginning balance | $ | $ | $ | |||||||||
| (Recovery) Addition | ( | ) | ||||||||||
| Write-off | ( | ) | ||||||||||
| Translation adjustment | ( | ) | ||||||||||
| Ending balance | $ | $ | $ | |||||||||
Note 7 — Inventories, net
Inventories are stated at lower of cost or net realizable value, which is determined using the weighted average method.
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Physical console game compact discs | $ | $ | ||||||
For the years ended March
31, 2025, 2024, and 2023, the impairment for inventories was amounted to $
Note 8 — Other receivables and other current assets, net
As of March 31, 2025 and 2024, other receivables and other current assets, net comprised of the following:
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Deposits (i) | $ | $ | ||||||
| Prepaid expenses (ii) | ||||||||
| Prepaid income tax (iii) | ||||||||
| GST recoverable (iv) | ||||||||
| Other receivables (v) | ||||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ||||
| Total other receivables and other current assets, net | $ | $ | ||||||
| (i) | Deposits |
| (ii) | Prepaid expenses |
F-36
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (iii) | Prepaid income tax |
| (iv) | GST recoverable |
| (v) | Other receivables |
Movement of allowance for credit loss for the years ended March 31, 2025, 2024, and 2023 are as follows:
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||||||
| Beginning balance | $ | $ | $ | |||||||||
| (Recovery) Addition | ( | ) | ||||||||||
| Translation adjustment | ( | ) | ( | ) | ||||||||
| Ending balance | $ | $ | $ | |||||||||
Note 9 — Prepayments, net
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Prepayment | $ | $ | ||||||
| Less: allowance for prepayment | ( | ) | ( | ) | ||||
| Total prepayments, net | $ | $ | ||||||
Movement of allowance for doubtful account for the years ended March 31, 2025, 2024, and 2023 are as follows:
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||||||
| Beginning balance | $ | $ | $ | |||||||||
| (Recovery) Addition | ( | ) | ( | ) | ||||||||
| Write-off | ( | ) | ||||||||||
| Translation adjustment | ( | ) | ||||||||||
| Ending balance | $ | $ | $ | |||||||||
F-37
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — Loan to third party
Loan to third party consist of the following:
| Name of third party* | Maturities | Interest Rate | As of March 31, 2025 | As of March 31, 2024 | ||||||||
| 2 Game LLC | ||||||||||||
| Total | $ | $ | ||||||||||
2Game LLC is an e-sports company engaged in digital gaming and online tournament operations. In order to promote 2Game’s platform and create potential business synergies between both parties, the Company provided a loan to 2Game LLC.
Note 11 — Property and equipment, net
Property and equipment consist of the following:
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Office equipment | $ | $ | ||||||
| Furniture & Fitting | ||||||||
| Office and warehouse renovation | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expenses for
the years ended March 31, 2025, 2024, and 2023 were amounted to $
Note 12 — Definite-lived Intangible assets, net
Definite-lived intangible assets consisted of the following:
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Customer relationships | $ | $ | ||||||
| License | ||||||||
| Trademark | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total definite-lived intangible assets | $ | $ | ||||||
F-38
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amortization expense for
years ended March 31, 2025, 2024 and 2023 was amounted to $
The following table sets forth the Company’s amortization expense for the next five years ending:
| Amortization | ||||
| expenses | ||||
| Twelve months ending March 31, 2026 | $ | |||
| Twelve months ending March 31, 2027 | ||||
| Twelve months ending March 31, 2028 | ||||
| Twelve months ending March 31, 2029 | ||||
| Twelve months ending March 31, 2030 and thereafter | ||||
| Total | $ | |||
Note 13 — Bank Loans
Outstanding balance of banking facilities consisted of the following:
| Bank name | Maturity date | Interest rate | Collateral/Guarantee | March 31, 2025 | March 31, 2024 | |||||||||||
| United Overseas Bank Limited (“UOB”) | July 2025 (Repaid in | $ | $ | |||||||||||||
| Citi Bank | ||||||||||||||||
| HSBC Bank | ||||||||||||||||
| HSBC Loan* | ||||||||||||||||
| DBS Bank Ltd | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| Bank Loans, current | $ | $ | ||||||||||||||
| Bank Loans, non-current | $ | $ | ||||||||||||||
| * |
The interest expense pertained
to above banking facilities for the years ended March 31, 2025, 2024, and 2023 were $
F-39
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Note 14 — Other payables and accrued liabilities |
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued payroll and welfare | $ | $ | ||||||
| Accrued expenses (i) | ||||||||
| Other payables (ii) | ||||||||
| Investment payable (iii) | ||||||||
| Total accrued expenses and other liabilities | $ | $ | ||||||
| (i) |
| (ii) |
|
| (iii) |
Note 15 — Convertible Notes and Derivative Liabilities
From September 30,
2024 to December 2024, the Company, GCL Global, and Epic SG, entered into convertible note purchase agreements (the “Note
Purchase Agreements”) with each of certain accredited investors (the “Transaction Investors”) pursuant to which the
Transaction Investors have agreed to pay GCL Global an aggregate of $
F-40
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In addition, the issuance costs in connection with these Notes amounted
to $
Upon completion of the Business
Combination on February 13, 2025, the aggregate principal amount of the Notes, net of unamortized discount, amounted to $
The Company evaluated the convertible notes agreement under ASC 470 Debt (“ASC 470”), and ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract.
The Company elected to measure the entire convertible note, including all embedded features, at fair value option under ASC 825 on the issuance date, with changes in fair value recognized through earnings until conversion. The fair value of the convertible notes was determined the same as its carrying value at issuance than reevaluated upon conversion by using a scenario-based probability-weighted approach for the conversion and bonus share components and a Monte Carlo simulation model for the top-up share feature. Subsequently, the component of fair value changes relating to the instrument specific credit risk of the convertible note is minimal. Key assumptions included stock price volatility, share price at measurement dates, risk-free rate, and the expected holding period.
Upon the closing of the Business Combination, the convertible notes automatically converted into equity, and the related embedded features were detached and re-evaluated. The bonus share provision was determined to be clearly and closely related to equity and was not bifurcated. However, the Top-Up Shares feature was determined to be derivative liabilities under ASC 815-40, as it is not considered indexed to the Company’s own stock due to variable settlement provisions.
The Top-Up Shares liabilities were measured at fair value on the conversion date and at each subsequent reporting date until settlement, with changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss). The fair value of the Top-Up Shares liability is determined using unobservable inputs and a Monte Carlo simulation model. Key assumptions include the Company’s stock price volatility, the price floor, the expected holding period, and the risk-free discount rate.
As of February 12, 2025,
immediately prior to the conversion upon completion of
Note 16 — Deferred investment consideration payable
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Deferred investment consideration payable | $ | $ | ||||||
The balance of contingent
investment consideration payable relates to the Company’s investment in Nekcom of $
F-41
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 17 — Related party balances and transactions
Related party balances
Amount due from related parties
| Name of related party | Relationship | Nature | As of March 31, 2025 | As of March 31, 2024 | ||||||||
| Epicsoft Ventures Pte Ltd | $ | $ | ||||||||||
| SEGA Corporation | ||||||||||||
| Jianhao Tan | ||||||||||||
| Joseph Thomas Van Heeswijk | ||||||||||||
| Jianhao Tan Brand Ventures Pte Ltd | ||||||||||||
| Total | $ | $ | ||||||||||
Prepayment, a related party
| Name of related party | Relationship | Nature | As of March 31, 2025 | As of March 31, 2024 | ||||||||
| Nekcom Inc | $ | $ | - | |||||||||
Accounts payable, a related party
| Name of related party | Relationship | Nature | As of March 31, 2025 | As of March 31, 2024 | ||||||||
| SEGA Corporation | $ | $ | ||||||||||
Amount due to related parties
| Name of related party | Relationship | Nature | As of March 31, 2025 | As of March 31, 2024 | ||||||||
| Choo See Wee (“Jacky”) | $ | $ | ||||||||||
| Tan Jian Hao | ||||||||||||
| Joseph Thomas Van Heeswijk | ||||||||||||
| Joseph Thomas Van Heeswijk | ||||||||||||
| Shaun Amah Goz | ||||||||||||
| Wong Wan Ping Mario | ||||||||||||
| Debbie Soon | ||||||||||||
| Mr. Shaun | ||||||||||||
| Total | $ | $ | ||||||||||
F-42
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Related parties’ transactions
Revenue from a related party
| For the years ended March 31, | ||||||||||||||
| Name of Related Party | Relationship | 2025 | 2024 | 2023 | ||||||||||
| SEGA Corporation | $ | $ | $ | |||||||||||
| Jianhao Tan | ||||||||||||||
| $ | $ | $ | ||||||||||||
Cost of revenue from related parties
| For the years ended March 31, | ||||||||||||||||
| Name of Related Party | Relationship | Relationship | 2025 | 2024 | 2023 | |||||||||||
| SEGA Corporation | $ | $ | $ | |||||||||||||
| Jianhao Tan | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
Note 18 — Shareholders’ equity
Ordinary shares
GCL Global was established under the laws of Cayman Islands on September
8, 2023, and authorized to issue
Settlement of Mezzanine Equity
On November 22, 2023,
On February 13, 2025,
Settlement of Contingent Consideration from 2Game Acquisition
On October 1, 2023, GCL Global issued shares to the individuals
to settle tranche 3 of the contingent consideration in connection with the 2Game acquisition and such shares were exchanged for
F-43
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At the closing of the Business Combination, the Company collectively
issued additional ordinary shares of
Conversion of convertible notes
On February 13, 2025,
convertible notes in the aggregate principal amount of $
Stock based compensation
On November 8, 2022, the Company
entered into two separate SPAC listing consultancy agreements (collectively, the “Consultancy Agreements”) with two third-party
consultants (the “Consultants”) to assist in facilitating the Business Combination. Pursuant to the Consultancy Agreements,
the Company agreed to compensate the Consultants an aggregate amount of $
Because the services provided by the Consultants were directly related to the Business Combination and contingent upon its successful closing, the Company determined that the associated stock-based compensation should be accounted for as a direct and incremental cost of the transaction. Accordingly, the fair value of the shares issued was recorded as a reduction to additional paid-in capital in accordance with ASC 340-10-S99-1, “Expenses of Offering.”
Reverse Recapitalization
On February 13, 2025, upon the consummation of the Business Combination,
the Company issued an aggregate total of
The following table presents the number of the Company’s ordinary shares issued upon the Reverse Recapitalization:
| Ordinary Share | ||||
| RFAC’s ordinary shares outstanding prior to Reverse Recapitalization | ||||
| Ordinary shares issued at the Closing as an incentive to certain investors designated by RFAC Sponsor in connection with Transaction Financing | ||||
| Conversion of RFAC rights | ||||
| Total shares issued upon the Reverse Recapitalization | ||||
Recognition of non-controlling interests from acquisition of subsidiaries
On April 12, 2023, Titan Digital
acquired a
F-44
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On December 12, 2024, Titan
Digital sold its entire equity interest in Martiangear to GCL Global SG for total consideration of SGD10. As a result, the Company increased
its equity interest in Martiangear to
On March 19, 2025, GCL Global
SG acquired an additional
As of March 31, 2025, the
fair value of the Buy-Back Feature was determined to be $
All adjustments to additional paid-in capital were made in accordance with ASC 810-10-45-23, “Change in a parent’s ownership interest in a subsidiary,” as there was no change in control.
Public and Private Placement Warrant (“Warrant”)
In connection with the reverse
recapitalization, the Company assumed
Warrants may only be exercised
for a whole number of shares at an exercise price of $
Once the warrants become exercisable, the Company may redeem the Warrants:
| ● | in whole and not in part; | |
| ● | at a price of $ | |
| ● | at any time after the warrants become exercisable; | |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; |
| ● | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ | |
| ● | if, and only if, there is a current registration statement in effect with respect to the Ordinary shares underlying such warrants. |
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
F-45
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In addition, if (x) the
Company issues additional shares of Ordinary share or equity-linked securities, for capital raising purposes in connection with the closing
of a Business Combination at an issue price or effective issue price of less than $
The summary of warrants activity is as follows:
| Warrants Outstanding | Ordinary Shares Issuable | Weighted Average Exercise Price | Average Remaining Contractual Life | |||||||||||||
| March 31, 2023 | $ | - | ||||||||||||||
| Granted | - | $ | - | |||||||||||||
| Forfeited | - | $ | - | |||||||||||||
| Exercised | - | $ | - | |||||||||||||
| March 31, 2024 | $ | - | ||||||||||||||
| Granted | $ | |||||||||||||||
| Forfeited | - | $ | - | |||||||||||||
| Exercised | - | $ | - | |||||||||||||
| March 31, 2025 | $ | |||||||||||||||
Note 19 — Income tax
Cayman Islands
GCL Global is incorporated in Cayman Islands and is not subject to tax on income or capital gains under current Cayman Island law. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
GCL BVI is incorporated in British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Island law. Additionally, upon payments of dividends to the shareholders, no British Island withholding tax will be imposed.
Singapore
The Company’s subsidiaries
incorporated in Singapore, are subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements
adjusted in accordance with relevant Singapore tax laws. The applicable corporate income tax rate is
F-46
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Hong Kong
The Company’s
subsidiaries incorporated in Hong Kong, are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory
financial statements adjusted in accordance with relevant Hong Kong tax laws. Under the two-tiered profits tax rates regime, the
first
Malaysia
The Company’s subsidiary
incorporated in Malaysia is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia
is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices
in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified
Brazil
The Company’s subsidiary
incorporated in Brazil is subject to Brazilian Corporate Income Tax (“IRPJ”). The IRPJ levied at a base rate of
United Kingdom
The Company’s subsidiary
incorporated in the United Kingdom is subject to UK Corporation Tax on taxable profits in accordance with UK tax legislation. The applicable
statutory corporate income tax rate was
People’s Republic of China (“PRC”)
The Company’s subsidiaries
incorporated in the PRC are subject to PRC Enterprise Income Tax at a unified tax rate of
Dubai (United Arab Emirates)
The Company’s subsidiary incorporated in
Dubai is governed by the corporate tax regime established under UAE Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations
and Businesses. Effective from June 1, 2023, the UAE implemented a corporate tax regime at a standard rate of
United States
The Company’s subsidiary
incorporated in the United States is subject to U.S. federal corporate income tax at a statutory rate of
Income tax (benefit) expense for the years ended
March 31, 2025, 2024, and 2023 amounted to $
F-47
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Significant components of the provision for income taxes are as follows:
| For the years ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Current | $ | $ | $ | |||||||||
| Deferred | ( | ) | ( | ) | ( | ) | ||||||
| Provision for income taxes | $ | $ | $ | |||||||||
(Loss) Income before income tax by jurisdiction are as following:
| For the years ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Singapore | $ | $ | ( | ) | $ | |||||||
| Hong Kong | ||||||||||||
| Malaysia and others | ( | ) | ( | ) | ||||||||
| Total income (loss) before income tax | $ | $ | ( | ) | $ | |||||||
The following table reconciles Singapore statutory rates to the Company’s effective tax rate:
| For the years ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Singapore statutory income tax rate | % | % | % | |||||||||
| Change of fair value of contingent consideration | % | ( | )% | % | ||||||||
| Tax rate difference outside Singapore (1) | ( | )% | ( | )% | % | |||||||
| Preferential tax exemption effect | ( | )% | % | ( | )% | |||||||
| Change in valuation allowance | % | ( | )% | ( | )% | |||||||
| Others (2) | % | ( | )% | % | ||||||||
| Effective tax rate | % | ( | )% | % | ||||||||
| (1) |
| (2) |
The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of:
| March 31, 2025 | March 31, 2024 | |||||||
| Deferred Tax Assets | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Allowance for credit loss | ||||||||
| Lease liabilities | ||||||||
| Inventory write-off | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Right of use assets | $ | $ | ||||||
| Amortization of intangible assets | ||||||||
| Deferred tax liabilities | $ | $ | ||||||
| Deferred tax assets, net | $ | $ | ||||||
F-48
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2025, the
Company’s net operating losses carry forward from GCL Global SG, Titan Digital, Starry, Martiangear, 2Game Brazil, 2 Game Dubai,
RFAC, and Epicsoft Malaysia combined amounted to $
The movements of the valuation allowance are as follows:
| March 31, 2025 | ||||
| Balance as of March 31, 2023 | $ | |||
| Allowance made during the year | ||||
| Decrease due to dissolution | ( | ) | ||
| Balance as of March 31, 2024 | $ | |||
| Allowance made during the year | $ | |||
| Foreign exchange difference | ( | ) | ||
| Balance as of March 31, 2025 | $ | |||
As of March 31, 2024,
the Company’s net operating losses carry forward from GCL Global SG, Titan Digital, Starry, Martiangear, and Epicsoft Malaysia combined
amounted to $
Movement in deferred tax assets (liabilities) are as following:
| Balance at March 31, 2023 | $ | ( | ) | |
| Recognized in profit or loss | ||||
| Recognized in goodwill | ( | ) | ||
| Foreign exchange differences reserve | ( | ) | ||
| Balance at March 31, 2024 | ||||
| Recognized in profit or loss | ||||
| Foreign exchange differences reserve | ||||
| Balance at March 31, 2025 | $ |
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of March 31, 2025 and 2024, the Company did not have any significant unrecognized uncertain tax positions.
Taxes payable consist of the following:
| March 31, 2025 | March 31, 2024 | |||||||
| GST taxes payable | $ | $ | ||||||
| Income taxes payable | ||||||||
| Totals | $ | $ | ||||||
F-49
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 20 — Concentration of Credit risk
(1) Major customers
For the year ended
March 31, 2025, customers F, C, and A, are accounted for approximately
As of March 31, 2025, customers
A, B, E and C from the Company’s distribution of console game segment accounted and game publishing segment for approximately
(2) Major vendors
For the year ended March
31, 2025, three vendors a, b and o are accounted for approximately
As of March 31, 2025, vendors
h, a, and e accounted for approximately
(3) Credit risk
Financial instruments that
are potentially subject to significant concentrations of credit risk consist primarily of cash. The Singapore Deposit Insurance Corporation
Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance /Company up to approximately $
While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
The Company is also exposed to risk from accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
F-50
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 21 — Leases
As of March 31, 2025 and 2024, the Company has engaged in multiple offices and warehouse leases which were classified as operating leases. In addition, the Company engaged in a few automobiles’ leases under finance lease agreements.
The Company occupies various offices under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company recognized lease expense on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognized the finance leases ROU assets and interest on an amortized cost basis.
The amortization of finance ROU assets is recognized on straight-line basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period.
Operating and finance lease expenses consist of the following:
| For the Years Ended March 31, | ||||||||||||||
| Classification | 2025 | 2024 | 2023 | |||||||||||
| Operating lease cost | ||||||||||||||
| Lease expenses | General and administrative | |||||||||||||
| Finance lease cost | ||||||||||||||
| Amortization of leased asset | General and administrative | |||||||||||||
| Interest on lease liabilities | Interest expenses on finance leases | |||||||||||||
| Total lease expenses | $ | $ | $ | |||||||||||
Weighted-average remaining term and discount rate related to leases were as follows:
| As of | As of | As of | ||||||||||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||||||
| Weighted-average remaining term | ||||||||||||
| Operating lease | ||||||||||||
| Finance leases | ||||||||||||
| Weighted-average discount rate | ||||||||||||
| Operating lease | % | % | % | |||||||||
| Finance leases | % | % | % | |||||||||
The following table sets forth the Company’s minimum lease payments in future periods:
| Operating lease | Finance lease | |||||||||||
| payments | payments | Total | ||||||||||
| Twelve months ending March 31, 2026 | $ | $ | $ | |||||||||
| Twelve months ending March 31, 2027 | ||||||||||||
| Twelve months ending March 31, 2028 | ||||||||||||
| Twelve months ending March 31, 2029 | ||||||||||||
| Twelve months ending March 31, 2030 | ||||||||||||
| Total lease payments | ||||||||||||
| Less: discount | ( | ) | ( | ) | ( | ) | ||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||
| Present value of lease liabilities, current | $ | $ | $ | |||||||||
| Present value of lease liabilities, non-current | $ | $ | $ | |||||||||
F-51
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 22 — Commitments and contingencies
Contingencies
Legal
From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.
Commitment
On December 18, 2024,
the Company, through its subsidiary 4Divinity SG, entered into a Publishing Agreement with NEKCOM Private Limited and its PRC affiliate
(collectively, “NEKCOM”), pursuant to which 4Divinity SG was appointed as the global publisher and distributor of the video
game SHOWA American Story (the “Licensed Game”) for all platforms and territories, excluding certain regions previously
licensed to other parties. Under the terms of the agreement, 4Divinity SG committed to a fully recoupable minimum sales guarantee of
$
Note 23 — Earning (loss) per share
For the purpose of calculating earnings (loss) per share, the number of shares used in the calculation reflects the outstanding shares of the Company as if the reverse recapitalization as described in Note 3 took place at the beginning of the earliest period presented.
| For the years ended March 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Earning (loss) per share – basic and diluted: | ||||||||||||
| Numerator: | ||||||||||||
| Net income (loss) attributable to the Company’s shareholders | $ | $ | ( | ) | $ | |||||||
| Denominator: | ||||||||||||
| Weighted average number of ordinary shares outstanding | ||||||||||||
| Earning (loss) per ordinary share – basic and diluted | $ | $ | ( | ) | $ | |||||||
The following ordinary shares equivalents were excluded from the computation to eliminate any antidilutive effect:
| As of | As of | As of | ||||||||||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||||||
| Warrant (1) | ||||||||||||
| Ordinary shares placed in escrow (2) | ||||||||||||
| (1) |
| (2) |
F-52
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 24 — Segment information
The Company presents segment information on a basis consistent with the internal financial information reviewed by the Chief Operating Decision Maker (“CODM”), which includes intersegment revenues and related expenses. Intersegment amounts are eliminated in consolidation. Intersegment revenues and related expenses are recorded at negotiated transfer prices that include a markup and are eliminated in consolidation. In general, revenue, cost of revenue and operating expenses are directly attributable to, or allocated to, each segment.
The Company’s Chief Executive Officer serves as the CODM. The CODM evaluates the performance of reportable segments and allocates resources primarily based on segment profit (loss). Segment profit (loss) represents segment revenue less directly attributable and allocated cost of revenue and operating expenses. Segment profit (loss) is the sole measure used by the CODM and is determined in a manner consistent with the measurement principles used in preparing the consolidated financial statements in accordance with ASC 280-10-50-28A. The CODM does not evaluate the performance of segments using asset information. As such, the Company does not allocate assets to its reportable segments.
Segment profit (loss) excludes certain corporate-level expenses and non-operating items that are not allocated to the reportable segments. These items primarily include professional fees, corporate salary expenses, debt issuance costs, interest expense, changes in fair value of financial instruments, and other corporate expenses managed on a consolidated basis. Such amounts are presented as reconciling items to consolidated income (loss) before income taxes. As a result, consolidated income (loss) before income taxes includes these unallocated corporate-level and non-operating items that are excluded from segment profit (loss), which gives rise to the difference between total segment profit (loss) and consolidated income (loss) before income taxes.
The CODM uses segment profit (loss) in the annual budgeting and forecasting process to allocate capital, marketing expenditures, and personnel resources among the console game, game publishing, and advertising service segments. The CODM reviews segment profit (loss) on a regular basis, including comparisons of budgeted results to actual results, to evaluate margin performance, cost efficiency, and profitability trends within each segment. Segment profit (loss) is also used to compare the relative operating performance of the reportable segments in making decisions regarding expansion initiatives, product strategy, sales focus, and operational investments.
The Company has identified
its operating segments based on the internal financial information reviewed by the CODM to assess performance and allocate resources.
The Company’s operating segments are organized primarily based on the nature of products sold and services provided. Based on the
aggregation criteria in ASC 280, the Company has determined that it has
| ● | Console game, hardware, and accessories – primarily engaged in the distribution and sale of console video games, gaming hardware, and related accessories. |
| ● | Game publishing – primarily engaged in publishing, marketing, and distributing video games under publishing arrangements. |
| ● | Advertising service – primarily engaged in providing digital advertising and marketing services. |
F-53
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present financial information for each reportable segment for the years ended March 31, 2025, 2024, and 2023:
| For the Year Ended March 31, 2025 | ||||||||||||||||
| Console game, hardware, and accessories | Game Publishing | Advertising Service | Total | |||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ||||||||||||
| Revenues, a related party | ||||||||||||||||
| Intersegment revenue | ||||||||||||||||
| Total segment revenue | ||||||||||||||||
| Reconciliation of revenue | ||||||||||||||||
| Other revenue (a) | ||||||||||||||||
| Elimination of intersegment revenues | ( | ) | ||||||||||||||
| Total consolidated revenues | $ | |||||||||||||||
| Less: | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Advertising and marketing expenses | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Provision for (recovery from) credit loss | ( | ) | ( | ) | ||||||||||||
| Professional fee | ||||||||||||||||
| R&D Expense | ||||||||||||||||
| Rent | ||||||||||||||||
| Salary expenses | ||||||||||||||||
| Interest expenses | ||||||||||||||||
| Other segments items (b) | ( | ) | ||||||||||||||
| Segment profit (loss) | ( | ) | ( | ) | $ | |||||||||||
| Reconciliation of segment profit or loss | ||||||||||||||||
| Add: Other profit (a) | ||||||||||||||||
| Less: Elimination of intersegment profit | ||||||||||||||||
| Less: Unallocated amounts | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Professional fee | ||||||||||||||||
| Salary expenses | ||||||||||||||||
| Other expense, net | ||||||||||||||||
| Debt issuance costs | ||||||||||||||||
| Change in fair value of convertible notes and derivative liabilities | ( | ) | ||||||||||||||
| Change in fair value of contingent consideration for acquisition | ||||||||||||||||
| Income (loss) before income taxes | $ | |||||||||||||||
F-54
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| For the Year Ended March 31, 2024 | ||||||||||||||||
| Console game, hardware, and accessories | Game Publishing | Advertising Service | Total | |||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ||||||||||||
| Revenues, a related party | ||||||||||||||||
| Intersegment revenue | ||||||||||||||||
| Total segment revenue | ||||||||||||||||
| Reconciliation of revenue | ||||||||||||||||
| Other revenue (a) | ||||||||||||||||
| Elimination of intersegment revenues | ( | ) | ||||||||||||||
| Total consolidated revenues | $ | |||||||||||||||
| Less: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Advertising and marketing expenses | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Provision for (recovery from) credit loss | ||||||||||||||||
| Professional fee | ||||||||||||||||
| R&D Expense | ||||||||||||||||
| Rent | ||||||||||||||||
| Salary expenses | ||||||||||||||||
| Interest expenses | ||||||||||||||||
| Other segments items (b) | ( | ) | ||||||||||||||
| Segment profit (loss) | ( | ) | ( | ) | $ | |||||||||||
| Reconciliation of segment profit or loss | ||||||||||||||||
| Less: Other loss (a) | ||||||||||||||||
| Less: Elimination of intersegment profit | ||||||||||||||||
| Less: Unallocated amounts | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Professional fee | ||||||||||||||||
| Salary expenses | ||||||||||||||||
| Other expense, net | ||||||||||||||||
| Change in fair value of contingent consideration for acquisition | ||||||||||||||||
| Income (loss) before income taxes | $ | ( | ) | |||||||||||||
F-55
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| For the Year Ended March 31, 2023 | ||||||||||||||||
| Console game, hardware, and accessories | Game Publishing | Advertising Service | Total | |||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ||||||||||||
| Revenues, a related party | ||||||||||||||||
| Intersegment revenue | ||||||||||||||||
| Total segment revenue | ||||||||||||||||
| Reconciliation of revenue | ||||||||||||||||
| Elimination of intersegment revenues | ( | ) | ||||||||||||||
| Total consolidated revenues | $ | |||||||||||||||
| Less: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Advertising and marketing expenses | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Provision for (recovery from) credit loss | ||||||||||||||||
| Professional fee | ||||||||||||||||
| Rent | ||||||||||||||||
| Salary expenses | ||||||||||||||||
| Interest expenses | ||||||||||||||||
| Other segments items (b) | ||||||||||||||||
| Segment profit | $ | |||||||||||||||
| Reconciliation of segment profit or loss | ||||||||||||||||
| Less: Unallocated amounts | ||||||||||||||||
| Provision for credit loss | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Professional fee | ||||||||||||||||
| Other income, net | ( | ) | ||||||||||||||
| Change in fair value of contingent consideration for acquisition | ||||||||||||||||
| Income (loss) before income taxes | $ | |||||||||||||||
| (a) |
| (b) | Other segment items for each reportable segment include:
Console Game, hardware, and accessories - office, entertainment, travel, non-operating income from advertising compensation from vendors, foreign currencies gain or loss and other miscellaneous expenses
Game publishing - office, entertainment, travel, foreign currencies gain or loss, and other miscellaneous expenses
Advertising service - office, entertainment, travel, foreign currencies gain or loss, and other miscellaneous expenses |
F-56
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Disaggregated information of revenues by regions are as follows:
| For the year ended | For the year ended | For the year ended | ||||||||||
| March 31, | March 31, | March 31, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Singapore | $ | $ | $ | |||||||||
| Hong Kong | ||||||||||||
| China | ||||||||||||
| Malaysia | ||||||||||||
| Total revenue | $ | $ | $ | |||||||||
The following table presents long-lived assets by geographic area, which includes property and equipment, net operating leases right-of-use assets, and finance leases right-of-use assets:
| As of | As of | |||||||
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Singapore | $ | $ | ||||||
| Hong Kong | ||||||||
| Malaysia | ||||||||
| Others | ||||||||
| Total long-lived assets | $ | $ | ||||||
Note 25 — Subsequent Events
The Company evaluated all events and transactions that occurred after March 31, 2025. Other than the event disclosed below and elsewhere in these consolidated financial statements, there is no other subsequent event occurred that would require recognition or disclosure in the Company’s consolidated financial statements.
On April 1, 2025, 4Divinity JP was established under the laws of Japan to serve as the Company’s legal entity presence in Japan, facilitating anticipated business activities and supporting future commercial operations in the region.
F-57
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On April 30, 2025,
Epicsoft Asia (the “Offeror”) made a voluntary conditional cash offer (the “Offer”) of S$
The Company concluded that
the acquisition of Ban Leong was significant based on assessments using the income test, asset test, and investment test pursuant to S-X
Rule 3-05. Pursuant to ASC 805-10-50-2 (h). the unaudited pro forma information of the Company for the year ended March 31, 2025, 2024,
and 2023 set forth below gives effect to the business combination as if it had occurred on April 1, 2022 and combines the results of operations
of the Company since then. The unaudited pro forma information is presented after applying the Company’s accounting policies and
elimination intra-entity transactions, as applicable.
| For the | For the | For the | ||||||||||
Year ended March 31, | Year ended March 31, | Year ended March 31, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Unaudited pro forma revenue | $ | $ | $ | |||||||||
| Unaudited pro forma net income | $ | $ | $ | |||||||||
Due to the timing of the acquisition, the initial purchase accounting is incomplete. The Company is evaluating the potential effects of this acquisition on the consolidated financial statements. The Ban Leong acquisition will be evaluated in accordance with ASC 805, “Business Combination”
On May 21, 2025, the Company
entered into a Securities Purchase Agreement with an investor for the issuance of a senior unsecured convertible note with an initial
principal amount of US$
In connection with that
certain Facility Letter dated as of October 1, 2024, as supplemented by the Supplemental Letter dated as of March 12, 2025 and July
7, 2025 between Epicsoft Asia Pte. Ltd. (the “Borrower”), a wholly-owned subsidiary of GCL Global Holdings Ltd. (the
“Company” or “GCL”), and Oversea-Chinese Banking Corporation Limited (“OCBC”) for a financing of
up to (the “Facility Agreement”), the Company issued to OCBC a warrant (the “OCBC Warrant”) to
purchase up to
F-58